Univ.of  jii.  Library 
51 

_ 


THE  ATLANTIC  REFINING  COMPANY 

AND 

THE  EQUITABLE  TRUST  COMPANY  OF  NEW  YORK 

Trustee 


3rust  Agmmpnt 

Dated  March  1 ,  1921 


$15,000,000 

TEN  YEAR  SIX  AND  ONE-HALF  PER  CENT  GOLD  DEBENTURES 


h 

C7 

(Ks  ~ 


THIS  AGREEMENT,  dated  March  1,  1921,  between 
The  Atlantic  Refining  Company,  a  corporation  organ¬ 
ized  and  existing  under  the  laws  of  Pennsylvania  (here¬ 
inafter  called  the  Company),  party  of  the  first  part,  and 
The  Equitable  Trust  Company  of  New  York,  a  cor¬ 
poration  organized  and  existing  under  the  laws  of  New 
York,  as  Trustee  (hereinafter  called  the  Trustee),  party 
of  the  second  part, 

WlTNESSETH  : 

Whereas  the  Company  is  authorized  to  borrow  money 
for  its  corporate  purposes  and  to  issue  debentures  as 
hereinafter  provided ;  and 

Whereas  the  Company  desires  to  borrow  money  for 
such  purposes  and,  to  that  end,  pursuant  to  and  in  ac¬ 
cordance  with  resolutions  duly  adopted  by  its  Board  of 
Directors,  has  determined  to  make  an  issue  of  deben¬ 
tures,  to  be  known  as  its  Ten  Year  Six  and  One-Half  Per 
Cent.  Gold  Debentures,  in  the  aggregate  principal  amount 
of  Fifteen  Million  Dollars  ($15,000,000)  in  denomina¬ 
tions  of  $100,  $500  and  $1,000 ;  to  be  dated  March  1,  1921, 
and  to  mature  on  March  1,  1931 ;  to  bear  interest  at  the 
rate  of  six  and  one-half  per  cent.  (6U>%)  per  annum  from 
March  1,  1921,  payable  semi-annually  on  March  1  and 
September  1  in  each  year;  to  be  payable,  both  principal 
and  interest,  in  gold  coin  of  the  United  States  of  America 
of  or  equal  to  the  standard  of  weight  and  fineness  exist¬ 
ing  on  March  1,  1921,  at  the  principal  office  of  the  Trustee 
in  the  Borough  of  Manhattan,  City  and  State  of  New 


2 


York,  without  deduction  for  any  Federal  income  tax  not 
exceeding  two  per  cent.  (2%)  in  any  year  and  with¬ 
out  deduction  for  any  Pennsylvania  personal  prop¬ 
erty  tax  not  to  exceed  four  mills  on  each  dollar 
of  principal  amount  in  any  year,  which  the  Company 
or  the  Trustee  may  be  required  or  permitted  to  pay 
thereon  or  retain  therefrom  under  any  present  or  future 
laws  of  the  United  States  of  America  and/or  of  the  Com¬ 
monwealth  of  Pennsylvania  respectively;  and  to  be  re¬ 
deemable  in  whole  and  redeemable  in  part  (by  lot  in 
parcels  of  $500,000  or  more),  at  the  option  of  the  Com¬ 
pany,  on  any  interest  payment  date,  on  not  less  than 
thirty  (30)  days  notice,  at  the  principal  amount  thereof, 
together  with  accrued  interest,  plus  a  premium  of  three 
and  one-half  per  cent.  (3y>%)  of  such  principal  amount, 
if  redeemed  on  or  before  March  1,  1922,  and  thereafter 
at  a  premium  of  one-quarter  of  one  per  cent.  0/4%)  of 
such  principal  amount  less  for  each  half  year  elapsed 
after  March  1,  1922,  until  a  premium  of  one-half  of  one 
per  cent.  ( y2 % )  is  reached,  and  thereafter  at  a  premium 
of  one-half  of  one  per  cent.  (M>%) ; 

Whereas  the  Company,  in  and  by  said  resolutions 
of  its  Board  of  Directors,  and  by  vote  of  a  majority  in 
interest  of  its  stockholders  has  duly  authorized  the  exe¬ 
cution  and  delivery  of  this  agreement;  and 

Whereas  the  text  of  all  of  said  debentures  and  of 
the  coupons  to  be  annexed  thereto  (appropriate  inser¬ 
tions  as  to  face  amounts,  etc.,  to  be  made  therein)  and 
of  the  Trustee’s  certificate  of  authentication  to  be  en¬ 
dorsed  thereon  is  to  be  substantially  as  follows: 


3 


(Form  of  Debenture.) 

No.  $ 

United  States  of  America 

THE  ATLANTIC  REFINING  COMPANY 

Ten  Year  Six  and  One-Half  Per  Cent.  Gold  Debenture 
The  Atlantic  Refining  Company,  a  corporation  of 
the  Commonwealth  of  Pennsylvania  (herein  called  the 
Company),  for  value  received,  hereby  promises  to  pay 
on  March  1,  1931,  at  the  principal  office  of  The  Equitable 
Trust  Company  of  New  York,  in  the  Borough  of  Man¬ 
hattan,  City  and  State  of  New  York,  to  the  bearer  hereof 
or,  if  this  debenture  be  registered,  to  the  registered  owner 
hereof  Dollars 

in  gold  coin  of  the  United  States  of  America  of  or  equal 
to  the  standard  of  weight  and  fineness  existing  on  March 
1,  1921,  and  to  pay  in  like  gold  coin,  interest  thereon 
from  March  1,  1921,  until  paid,  at  the  rate  of  six  and  one- 
half  per  cent.  (6yo%)  per  annum,  payable  at  said  office 
semi-annually  on  March  1  and  September  1  in  each  year. 
Until  maturity  of  this  debenture  such  interest  shall  be 
paid  only  upon  presentation  and  surrender  of  the  an¬ 
nexed  interest  coupons  as  they  severally  mature. 

Both  the  principal  of  and  the  interest  on  this  deben¬ 
ture  shall  be  paid  without  deduction  for  any  Federal  in¬ 
come  tax  not  exceeding  two  per  cent.  (2%)  in  any  year, 
which  the  Company  or  the  Trustee  under  the  Trust 
Agreement  hereinafter  mentioned  may  be  required  or 
permitted  to  pay  thereon  or  retain  therefrom  under  any 
present  or  future  law  of  the  United  States  of  America. 
The  Company  agrees,  as  provided  in  said  Trust  Agree¬ 
ment,  to  reimburse  to  the  holder,  or  if  registered  to  the 
registered  owner  hereof,  any  and  all  taxes,  (other  than 
succession  or  inheritance  taxes)  which  may  be  imposed 
upon  this  debenture  or  upon  such  holder  or  registered 
owner  by  reason  of  his  ownership  hereof  under  any 


4 


present  or  future  law  of  the  Commonwealth  of  Pennsyl¬ 
vania,  or  of  any  county,  municipality  or  taxing  authority 
in  said  Commonwealth  but  not  in  excess  of  four  mills 
per  annum  on  each  dollar  of  the  principal  amount  of  this 
debenture.  Both  principal  and  interest  of  this  debenture 
are  payable  without  deduction  for  said  taxes. 

This  debenture  is  one  of  an  authorized  issue  of  cou¬ 
pon  debentures  of  the  Company  in  the  aggregate  prin¬ 
cipal  amount  of  Fifteen  Million  Dollars  ($15,000,000), 
issued  under  and  subject  to  the  provisions  of  a  Trust 
Agreement  dated  March  1,  1921,  between  the  Company 
and  The  Equitable  Trust  Company  of  New  York,  as 
Trustee,  to  which  Trust  Agreement  reference  is  hereby 
made  for  a  statement  of  the  rights  of  the  holders  of  the 
debentures  and  coupons  issued  thereunder. 

This  debenture  shall  pass  by  delivery,  unless  regis¬ 
tered  in  the  holder’s  name  at  the  office  of  said  Trustee 
in  the  Borough  of  Manhattan,  City  of  New  York,  such 
registration  being  noted  hereon;  after  such  registration 
no  transfer  hereof  shall  be  valid  unless  made  at  said 
office  by  the  registered  owner  in  person  or  by  his  duly 
authorized  attorney  and  similarly  noted  hereon;  but  this 
debenture  may  be  discharged  from  registration  by  being 
in  like  manner  transferred  to  bearer,  whereupon  trans¬ 
ferability  by  delivery  shall  be  restored;  and  this  deben¬ 
ture  may  again  from  time  to  time  be  registered  or  trans¬ 
ferred  to  bearer  as  before.  Such  registration,  however, 
shall  not  affect  the  negotiability  of  the  coupons,  which 
shall  continue  to  be  transferable  by  delivery. 

If  an  event  of  default  as  specified  in  said  Trust  Agree¬ 
ment  shall  occur,  the  principal  of  said  debentures  may 
become  or  lie  declared  due  and  payable  in  the  manner 
and  with  the  effect  in  said  Trust  Agreement  provided. 

The  debentures  of  this  issue  are  subject  to  redemp¬ 
tion  in  whole,  or  in  part  by  lot  in  parcels  of  $500,000  or 
more,  at  the  option  of  the  Company,  on  any  interest  pay¬ 
ment  date,  on  not  less  than  thirty  (30)  days  notice  given 
as  provided  in  said  Trust  Agreement,  at  the  principal 
amount  thereof,  together  with  accrued  interest,  plus  a 


5 


premium  of  three  and  one-half  per  cent.  (3^2%)  of  such 
principal  amount,  if  redeemed  on  or  prior  to  March  1, 
1922,  and  thereafter  at  a  premium  of  one-quarter  of  one 
per  cent,  of  such  principal  amount  less  for  each  half  year 
elapsed  after  March  1,  1922,  until  a  premium  of  one-half 
of  one  per  cent,  is  reached  and  thereafter  at  a  premium 
of  one-half  of  one  per  cent. 

Said  Trust  Agreement  also  provides  for  the  payment 
by  the  Company  to  the  Trustee,  for  the  purpose  of  a  Sink¬ 
ing  Fund,  on  March  1 ,  1922,  and  on  March  1  of  each  year 
thereafter,  of  the  sum  of  $500,000  to  be  used  in  the  pur¬ 
chase  and  retirement  of  debentures,  at  prices  not  in  ex¬ 
cess  of  par  and  accrued  interest,  in  the  manner  therein 
provided.  If  in  any  year  sufficient  debentures  can  not 
be  so  purchased  within  four  months  after  such  payment 
is  made,  the  unexpended  balance  of  such  payment  will 
revert  to  the  general  funds  of  the  Company. 

No  recourse  shall  be  had  for  the  payment  of  the  prin¬ 
cipal  of  or  the  interest  on  this  debenture  or  for  any  claim 
based  hereon  or  otherwise  in  respect  hereof  or  of  said 
Trust  Agreement  against  any  incorporator  or  any  past, 
present  or  future  stockholder,  officer  or  director  of  the 
Company,  either  directly  or  through  the  Company,  by 
virtue  of  any  constitution,  statute  or  rule  of  law  or  by 
the  enforcement  of  any  assessment  or  otherwise;  any  and 
all  liability  of  any  incorporator,  stockholder,  officer  or 
director  of  the  Company  being,  by  the  acceptance  and  as 
part  of  the  consideration  for  the  issue  hereof,  expressly 
released. 

This  debenture  shall  not  be  valid  or  obligatory  for 
any  purpose  until  the  certificate  endorsed  hereon  shall 
have  been  signed  by  the  Trustee  under  said  Trust  Agree¬ 
ment. 

In  witness  whereof  The  Atlantic  Refining  Com¬ 
pany  has  caused  this  debenture  to  be  signed  in  New  York 
City  by  its  President  or  one  of  its  Vice-Presidents  and  by 
its  Treasurer  or  an  Assistant  Treasurer  and  its  corpo- 


6 

rate  seal  to  be  hereunto  affixed  and  coupons,  bearing  the 
facsimile  signature  of  its  Treasurer,  to  be  annexed  here¬ 
to  as  of  the  first  day  of  March  in  the  year  One  Thousand 
Nine  Hundred  and  Twenty-One. 

The  Atlantic  Refining  Company, 

By 


Vice  President. 


Treasurer. 

(Form  of  Coupon.) 


No.  $ . 

On  1,  19  ,  upon  the  surrender 

hereof,  The,  Atlantic  Refining  Company  will  pay  to 
bearer,  at  the  principal  office  of  The  Equitable  Trust  Com¬ 
pany  of  New  York,  in  the  Borough  of  Manhattan,  City  of 
New  York,  Dollars  in  United 

States  Gold  Coin,  without  deduction  for  any  Federal  in¬ 
come  tax  not  exceeding  two  per  cent.  (2%)  or  for  any 
Pennsylvania  property  tax  not  exceeding  four  mills  on 
each  dollar  of  principal  in  any  year,  being  six  months 
interest  then  due  on  its  Ten  Year  Six  and  One-half  Per 
Cent.  Gold  Debenture,  No .  unless  said  de¬ 

benture  shall  have  been  called  for  previous  redemption. 

Treasurer. 

(Form  of  Trustee’s  Certificate.) 

This  is  one  of  the  Debentures  referred  to  in  the  within 
mentioned  Trust  Agreement. 

The  Equitable  Trust  Company"  of  New  York, 

Trustee, 


By 


Assistant  Secretary. 


7 


and 

Whereas  the  Trustee  has  power  to  enter  into  this 
agreement  and  to  accept  and  execute  the  trusts  hereby 
created;  and 

Whereas  all  things  have  been  done  and  performed, 
which  are  necessary  to  make  said  debentures  (herein¬ 
after  called  the  Debentures),  when  executed  by  the  Com¬ 
pany  and  authenticated  by  the  Trustee,  valid  and  binding 
legal  obligations  of  the  Company  and  this  agreement  a 
valid  agreement  for  the  uses  and  purposes  herein  set 
forth ; 

Now,  therefore,  in  consideration  of  the  premises  and 
of  the  purchase  and  acceptance  of  the  Debentures  by 
the  holders  thereof  and  of  the  sum  of  One  Dollar  ($1)  to 
the  Company  duly  paid  by  the  Trustee  at  or  before  the 
ensealing  and  delivery  of  these  presents,  the  receipt 
whereof  is  hereby  acknowledged,  the  Company  covenants 
and  agrees  with  the  Trustee,  for  the  equal  and  propor¬ 
tionate  benefit  of  all  present  and  future  holders  and  reg¬ 
istered  owners  of  the  Debentures  and  of  the  coupons 
thereto  appertaining,  as  follows,  to  wit: 

ARTICLE  FIRST. 

Form,  Execution  and  Registration  of  Debentures. 

Section  1.  The  Debentures  and  the  interest  coupons 
appertaining  thereto  shall  be  substantially  of  the  tenor 
and  purport  above  recited,  the  words  “unless  said  de¬ 
benture  shall  have  been  called  for  previous  redemption” 
to  be  omitted  from  the  coupon  maturing  on  September  1, 
1921.  The  aggregate  principal  amount  of  all  Debentures 
which  may  be  issued  and  outstanding  under  this  agree- 


8 


ment  at  any  time  shall  not  exceed  Fifteen  Million  Dollars 
($15,000,000),  except  as  provided  in  Section  7  of  this 
Article  in  respect  of  lost  or  destroyed  Debentures.  The 
Debentures  shall  be  dated  March  1,  1921,  and  shall  be 
payable  March  1,  1931,  unless  they  shall  be  called  for  pre¬ 
vious  redemption  as  herein  provided. 

Section  2.  The  Debentures  shall  be  of  the  denomina¬ 
tions  of  $100,  $500  and/or  $1,000.  The  Debentures  of  the 
denomination  of  $100  shall  be  numbered  Cl  and  con¬ 
secutively  upward,  those  of  the  denomination  of  $500  D1 
and  consecutively  upward  and  those  of  the  denomination 
of  $1,000  Ml  and  consecutively  upward. 

Every  Debenture  for  $1,000  shall  bear  endorsed  there¬ 
on  a  legend  reciting  that  the  holder  thereof  may,  at  his 
option,  and  on  surrender  and  cancellation  thereof,  to¬ 
gether  with  all  unmatured  coupons  appertaining  there¬ 
to,  and  on  payment  of  the  charges  hereinafter  mentioned, 
receive  in  exchange  therefor  Debentures  for  a  principal 
amount  aggregating  $1,000,  in  denominations  of  $100 
and/or  $500  and  having  numbers  not  contemporaneously 
outstanding;  and  may  contain  such  further  specifications 
as  may  be  required  to  conform  to  any  rule  of  the  New 
York  Stock  Exchange  and/or  other  Exchanges  and  any 
usage  with  respect  thereto.  Whenever  any  Debenture 
of  the  denomination  of  $1,000,  together  with  all  unma¬ 
tured  coupons  appertaining  thereto,  shall  be  so  surren¬ 
dered  to  the  Trustee,  the  Company,  upon  payment  of  such 
charges,  shall  execute  and  the  Trustee  shall  authenticate 
and  deliver  in  exchange  therefor  Debentures  for  a  prin¬ 
cipal  amount  aggregating  $1,000,  in  denominations  of 
$100  and/or  $500  as  the  holder  may  request,  having  num¬ 
bers  not  contemporaneously  outstanding  and  having  ap¬ 
propriate  coupons  annexed. 


9 


Every  Debenture  for  $500  shall  bear  endorsed  there¬ 
on  a  legend  reciting  that  the  holder  thereof  may,  at  his 
option,  and  on  surrender  and  cancellation  thereof,  to¬ 
gether  with  all  unmatured  coupons  appertaining  there¬ 
to,  and  on  payment  of  the  charges  hereinafter  mentioned, 
receive  in  exchange  therefor  Debentures  for  a  principal 
amount  aggregating  $500,  in  denominations  of  $100  and 
having  numbers  not  contemporaneously  outstanding ;  and 
may  contain  such  further  specifications  as  may  be  re¬ 
quired  to  conform  to  any  rule  of  the  New  York  Stock 
Exchange  and/or  other  Exchanges  and  any  usage  with 
respect  thereto.  Whenever  any  Debenture  of  the  denomi¬ 
nation  of  $500,  together  with  all  unmatured  coupons  ap¬ 
pertaining  thereto,  shall  be  so  surrendered  to  the  Trustee, 
the  Company,  upon  payment  of  such  charges,  shall  exe¬ 
cute  and  the  Trustee  shall  authenticate  and  deliver  in 
exchange  therefor  Debentures  for  a  principal  amount 
aggregating  $500,  in  denominations  of  $100,  having  num¬ 
bers  not  contemporaneously  outstanding  and  having  ap¬ 
propriate  coupons  annexed. 

Every  Debenture  for  $100  and  every  Debenture  for 
$500  shall  bear  endorsed  thereon  a  legend  reciting  that 
the  holder  thereof  may,  at  his  option,  and  on  surrender 
and  cancellation  thereof  with  other  Debentures  aggre¬ 
gating  $1,000  in  principal  amount,  together  with  all  un¬ 
matured  coupons  appertaining  thereto,  and  on  payment 
of  the  charges  hereinafter  mentioned,  receive  in  exchange 
therefor  a  Debenture  having  a  number  not  contempo¬ 
raneously  outstanding,  of  the  denomination  of  $1,000; 
and  may  contain  such  further  specifications  as  may  be 
required  to  conform  to  any  rule  of  the  New  York  Stock 
Exchange  and/or  other  Exchanges  and  any  usage  with 
respect  thereto.  Whenever  Debentures  of  the  denomina- 


10 


tions  of  $100  and/or  $500,  aggregating-  $1,000  in  principal 
amount,  together  with  all  unmatured  coupons  appertain¬ 
ing  thereto,  shall  be  so  surrendered  to  the  Trustee,  the 
Company,  upon  payment  of  such  charges,  shall  execute 
and  the  Trustee  shall  authenticate  and  deliver  in  ex¬ 
change  therefor  a  Debenture  of  the  denomination  of 
$1,000,  having  a  number  not  contemporaneously  outstand¬ 
ing  and  having  appropriate  coupons  annexed. 

Every  Debenture  for  $100  shall  bear  endorsed  there¬ 
on  a  legend  reciting  that  the  holder  thereof  may,  at  his 
option,  and  on  surrender  and  cancellation  thereof  with 
other  Debentures  aggregating  $500  in  principal  amount, 
together  with  all  unmatured  coupons  appertaining  there¬ 
to,  and  on  payment  of  the  charges  hereinafter  men¬ 
tioned,  receive  in  exchange  therefor  a  Debenture  having 
a  number  not  contemporaneously  outstanding,  of  the  de¬ 
nomination  of  $500;  and  may  contain  such  further  specifi¬ 
cations  as  may  be  required  to  conform  to  any  rule  of  flic 
New  York  Stock  Exchange  and/or  other  Exchanges  and 
any  usage  with  respect  thereto.  Whenever  Debentures 
of  the  denomination  of  $100  aggregating  $500  in  principal 
amount,  together  with  all  unmatured  coupons  appertain¬ 
ing  thereto,  shall  be  so  surrendered  to  the  Trustee,  the 
Company,  upon  payment  of  such  charges,  shall  execute 
and  the  Trustee  shall  authenticate  and  deliver  in  ex¬ 
change  therefor  a  Debenture  of  the  denomination  of  $500, 
having  a  number  not  contemporaneously  outstanding  and 
having  appropriate  coupons  annexed. 

Upon  every  exchange  of  Debentures  of  one  denomina¬ 
tion  for  Debentures  of  a  different  denomination  as  pro¬ 
vided  in  this  Section,  the  Company  may  require  the 
payment  of  a  sum  sufficient  to  reimburse  it  for  any  stamp 
tax  or  other  governmental  charge  connected  therewith. 


11 


and  also  a  further  sum  not  exceeding  one  dollar  ($1)  for 
each  new  Debenture  issued  upon  such  exchange.  In  every 
case  of  such  exchange  the  Trustee  shall  forthwith  cancel 
any  surrendered  Debentures  and  coupons  and  shall,  upon 
its  written  request,  deliver  the  same  to  the  Company. 

Section  3.  The  Debentures  shall  be  signed  in  the 
name  and  on  behalf  of  the  Company  by  its  President  or 
one  of  its  Vice-Presidents  and  by  its  Treasurer  or  an 
Assistant  Treasurer  and  its  corporate  seal  shall  be  af¬ 
fixed  thereto.  They  shall  then  lie  delivered  to  the  Trus¬ 
tee  for  authentication  by  it,  whereupon,  as  provided  in 
Article  Second  hereof  and  not  otherwise,  the  Trustee 
shall  authenticate  and  deliver  the  same.  In  case  any 
of  the  officers  who  shall  have  signed  or  sealed  any  of 
the  Debentures  shall  cease  to  be  such  officer  or  officers 
of  the  Company  before  the  Debentures  so  signed  or 
sealed  shall  have  been  authenticated  and  delivered  by 
the  Trustee  such  Debentures  may,  nevertheless,  be  au¬ 
thenticated  and  delivered  by  the  Trustee  and,  upon  such 
authentication  and  delivery,  shall  be  as  binding  upon 
the  Company  as  though  those  who  signed  and  sealed 
the  same  had  continued  to  be  such  officers  of  the  Com¬ 
pany.  Only  such  of  the  Debentures  as  shall  bear  thereon 
endorsed  a  certificate  in  the  form  hereinbefore  recited, 
executed  by  the  Trustee,  shall  be  issued  under  or  en¬ 
titled  to  the  benefit  of  this  agreement,  and  such  certifi¬ 
cate  of  the  Trustee  shall  be  conclusive  evidence  and  the 
only  evidence  that  the  Debentures  so  authenticated  have 
been  issued  hereunder  and  are  entitled  to  the  benefit  of 
this  agreement. 

The  coupons  to  be  annexed  to  the  Debentures  shall 
bear  the  facsimile  signature  of  the  present  Treasurer  of 
the  Company  or  the  facsimile  signature  of  any  future 


12 


Treasurer  thereof  and  the  Company  may  adopt  and  use 
for  that  purpose  the  facsimile  signature  of  any  person 
who  shall  have  been  its  Treasurer,  notwithstanding  the 
fact  that  he  may  have  ceased  to  be  such  at  the  time  when 
any  of  the  Debentures  shall  be  authenticated,  delivered 
or  issued. 

Section  4.  The  Company  will  keep  at  the  office  of  the 
Trustee  in  the  Borough  of  Manhattan,  City  of  New  York, 
a  sufficient  register  or  registers  for  the  registration  and 
transfer  of  the  Debentures;  and,  upon  presentation  at 
such  office  for  such  purpose,  the  Company  will,  under 
such  reasonable  regulations  as  it  may  prescribe,  register 
as  to  principal  any  of  the  Debentures. 

The  holder  of  any  Debenture  may  have  the  ownership 
thereof  registered  at  such  office,  such  registry  being 
noted  on  the  Debenture  by  the  Registrar,  after  which  reg¬ 
istration  and  notation,  no  transfer  shall  be  valid,  unless 
made  at  such  office  by  the  registered  owner  in  person  or 
by  his  duly  authorized  attorney  and  similarly  noted  on 
the  Debenture.  Upon  presentation  at  such  office  of  any 
such  Debenture  registered  as  to  principal,  accompanied 
by  delivery  of  a  written  instrument  of  transfer  in  form 
approved  by  the  Registrar,  executed  by  the  registered 
owner  in  person  or  by  his  duly  authorized  attorney,  the 
same  may  be  transferred  upon  such  register  by  the  reg¬ 
istered  owner  in  person  or  by  his  duly  authorized  attor¬ 
ney  and  such  transfer  shall  be  noted  by  the  Registrar 
on  the  Debenture.  The  registered  owner  of  any  De¬ 
benture  registered  as  to  principal  shall  also  have  the 
right  to  cause  the  same  to  be  transferred  and  regis¬ 
tered  as  payable  to  bearer,  in  which  case  transferability 
by  delivery  will  be  restored  and  thereafter  the  principal 


13 


of  such  Debenture,  when  due,  shall  be  payable  to  the  per¬ 
son  presenting  the  same ;  but  any  Debenture  registered 
as  payable  to  bearer  may  be  registered  again  in  the  name 
of  the  holder  with  the  same  effect  as  a  first  registration 
thereof.  Successive  registrations  and  transfers,  as  afore¬ 
said,  may  be  made  from  time  to  time  as  desired  and  each 
registration  of  a  Debenture  shall  be  noted  thereon.  The 
registration  of  a  Debenture  shall  not  affect  the  nego¬ 
tiability,  by  delivery  merely,  of  the  coupons  appertain¬ 
ing  thereto,  but  every  such  coupon  shall  continue  to  pass 
by  delivery  and  shall  remain  payable  to  bearer  as  therein 
provided  and  payment  thereof  to  bearer  shall  fully  dis¬ 
charge  the  Company  in  respect  of  the  interest  therein 
mentioned,  whether  or  not  such  Debenture  be  registered 
as  to  principal.  For  any  such  transfer  or  registration  of 
a  Debenture  the  Company  may  require  the  payment  of  a 
sum  sufficient  to  reimburse  it  for  any  stamp  tax  or  other 
governmental  charge  that  may  be  imposed  thereon. 

The  Trustee  is  hereby  appointed  Registrar  for  the 
purpose  of  registering  as  to  principal  and  thereafter 
transferring  any  of  the  Debentures  as  herein  provided. 

Section  5.  The  Company  and  the  Trustee  may  con¬ 
sider  and  treat  the  person,  in  whose  name  any  Debenture 
issued  hereunder  shall  be  registered  as  to  principal,  as 
the  owner  thereof  for  all  purposes,  except  that  interest 
thereon  shall  be  payable  only  to  the  bearers  of  the  cou¬ 
pons  appertaining  thereto,  and  neither  the  Company  nor 
the  Trustee  shall  be  affected  by  any  notice  to  the  con¬ 
trary.  The  Company  and  the  Trustee  may  consider  and 
treat  the  bearer  of  any  Debenture,  which  shall  not  at  the 
time  be  registered  as  to  principal,  and  the  bearer  of  any 
coupon  for  interest  on  any  Debenture,  whether  or  not 


14 


such  Debenture  shall  be  so  registered  and  whether  or  not 
such  Debenture  or  coupon  be  overdue,  as  the  absolute 
owner  of  such  Debenture  or  coupon  for  all  purposes 
whatsoever,  and  neither  the  Company  nor  the  Trustee 
shall  be  affected  by  any  notice  to  the  contrary. 

Section  6.  The  Company  has  heretofore  executed, 
sold  and  delivered  Interim  Certificates  in  the  principal 
amount  of  Fifteen  Million  Dollars  ($15,000,000)  dated 
February  14, 1921,  countersigned  for  the  purpose  of  iden¬ 
tification  by  said  The  Equitable  Trust  Company  of  New 
York,  in  denominations  of  $100,  $500  and  $1,000,  which 
entitle  bearers  thereof  upon  surrender  of  said  Interim 
Certificates  at  the  office  of  the  Trustee  hereunder  to  re¬ 
ceive  an  equivalent  principal  amount  of  Debentures  to  be 
issued  under  this  trust  agreement,  when  authorized  by  the 
stockholders  of  the  Company.  As  soon  as  Debentures 
can  be  engraved  and  prepared  and  upon  surrender  of  any 
of  such  Interim  Certificates  for  exchange,  the  Company 
at  its  own  expense  shall  execute  and  the  Trustee  shall  au¬ 
thenticate  and  deliver  in  exchange  for  such  Interim  Cer¬ 
tificates  engraved  Debentures  for  the  same  aggregate 
principal  amount  as  the  Interim  Certificates  surrendered. 
Until  so  exchanged,  the  said  Interim  Certificates  shall  in 
all  respects  be  entitled  to  the  same  benefits  under  this 
agreement  as  the  engraved  Debentures  to  be  issued  and 
authenticated  hereunder  and  interest,  when  and  as  pay¬ 
able,  shall  be  paid  on  presentation  of  such  Interim  Cer¬ 
tificates  and  notation  of  such  payment  shall  be  endorsed 
thereon.  After  engraved  Debentures  are  ready  for  ex¬ 
change  no  new  Interim  Certificates  shall  thereafter  be 
countersigned  or  issued  by  the  Trustee,  under  any  cir¬ 
cumstances,  whether  by  interchange  of  denominations,  or 


15 


in  replacement  of  lost,  mutilated  or  destroyed  Interim 
Certificates,  or  otherwise,  nor  shall  any  interest  be  paid 
or  noted  on  any  Interim  Certificates,  but  upon  presenta¬ 
tion  and  surrender  of  such  Interim  Certificates  for  ex¬ 
change  (or  in  cases  where  Interim  Certificates  have  been 
lost  or  destroyed,  upon  such  proof,  indemnity  and  pay¬ 
ment  of  expenses  as  would  have  entitled  the  owner  there¬ 
of  to  receive  new  Interim  Certificates  as  herein  pro¬ 
vided)  the  Trustee  shall  issue  Debentures  of  like  prin¬ 
cipal  amount  with  all  coupons  attached  thereto  corre¬ 
sponding  to  interest  thereon  since  March  1,  1921,  not 
theretofore  paid  upon  said  Interim  Certificates,  but  any 
coupon  appertaining  to  any  Debenture  and  corresponding 
to  interest  theretofore  paid  upon  the  Interim  Certificate 
or  Certificates  surrendered  in  exchange  therefor  shall 
be  detached  and  cancelled  by  the  Trustee  on  such  ex¬ 
change.  The  Trustee  may  treat  the  bearer  of  any  of 
such  Interim  Certificates  as  the  owner  thereof  and 
shall  not  be  affected  by  any  notice  to  the  contrary.  All 
Interim  Certificates  exchanged  for  Debentures  as  herein 
provided  shall  be  cancelled  by  the  Trustee  and  returned 
to  the  Company. 

Section  7.  If  any  Debenture  issued  hereunder  shall 
become  mutilated,  the  Company,  at  the  expense  of  the 
owner  of  said  Debenture,  shall  execute  and  the  Trustee 
shall  thereupon  authenticate  and  deliver  a  new  Deben¬ 
ture  of  like  tenor,  bearing  the  same  number  and  with 
proper  coupons  annexed,  in  exchange  and  substitution 
for  the  Debenture  so  mutilated,  but  only  upon  surrender 
to  the  Trustee  of  the  Debenture  so  mutilated  for  can¬ 
cellation  and  the  furnishing  to  the  Trustee  of  indemnity 
satisfactory  to  it.  If  any  Debenture  issued  hereunder 
shall  be  lost  or  destroyed,  evidence  of  such  loss  or  de- 


1 G 


struction  may  be  submitted  to  the  Company  and  the 
Trustee  and,  if  such  evidence  be  satisfactory  to  both  and 
indemnity  satisfactory  to  them  shall  be  given,  the  Com¬ 
pany,  at  the  expense  of  the  owner,  shall  execute  and  the 
Trustee  shall  thereupon  authenticate  and  deliver  a  new 
Debenture  of  like  tenor  and  of  the  same  maturity,  bearing 
the  same  number  (if  the  same  be  known)  as  the  lost  or 
destroyed  Debenture  and  with  proper  coupons  annexed. 
The  provisions  of  this  Section  7  so  far  as  appropriate 
shall  apply  to  the  execution,  countersigning  and  delivery 
of  new  Interim  Certificates  in  place  of  mutilated,  lost  or 
destroyed  Interim  Certificates  issued  by  the  Company  as 
aforesaid  prior  to  or  after  the  date  of  execution  of  this 
agreement,  but  after  engraved  Debentures  shall  be  ready 
for  exchange  no  new  Interim  Certificates  shall  be  issued, 
but  Debentures  shall  be  issued  in  lieu  thereof  as  herein¬ 
above  provided. 


ARTICLE  SECOND. 

Authentication  and  Issue  of  Debentures. 

The  Trustee,  forthwith  upon  the  execution  and  deliv¬ 
ery  of  this  agreement  and  the  execution  and  delivery  to 
it  by  the  Company  of  the  Debentures,  as  hereinbefore 
provided,  and  without  any  further  action  on  the  part  of 
the  Company,  shall  authenticate  the  Debentures  and 
upon  the  surrender  to  the  Trustee  of  any  of  the  Interim 
Certificates  hereinbefore  referred  to,  and  in  exchange 
therefor,  the  Trustee  shall  deliver  to  the  bearers  of  such 
Interim  Certificates,  Debentures  for  the  same  aggre¬ 
gate  principal  amount  as  the  Interim  Certificates  sur¬ 
rendered,  in  such  authorized  denominations  as  such 


17 


bearers  may  request,  without  any  duty  on  the  part  of  the 
Trustee  to  inquire  as  to  the  ownership  of  such  Interim 
Certificates  or  the  right  of  such  person  or  persons  to  re¬ 
ceive  Debentures  in  exchange  therefor. 


ARTICLE  THIRD. 

Particular  Covenants  of  the  Company. 

The  Company  Covenants  and  Agrees: 

Section  1.  All  real  estate,  plants  and  other  property 
of  every  kind  and  description  owned  by  the  Company 
and  its  subsidiary  companies  (as  hereinafter  defined  in 
Section  2  of  Article  Twelfth)  at  the  date  hereof  are  free 
and  clear  of  mortgages,  pledges  or  other  liens,  except  (a) 
mortgages  in  the  sum  of  $61,000.,  (b)  current  taxes  and 
trade  acceptances  and  (c)  pledges  of  quick  assets  to 
secure  current  loans  in  the  ordinary  course  of  business. 

Section  2.  The  Company  will  punctually  pay  the 
principal  of  and  the  interest  on  the  Debentures  issued 
hereunder  at  the  times  and  in  the  manner  specified  in  the 
Debentures  and  in  the  coupons  annexed  thereto,  accord¬ 
ing  to  the  true  intent  and  meaning  thereof,  both  in  gold 
coin  of  the  United  States  of  America  of  or  equal  to  the 
standard  of  weight  and  fineness  existing  on  March  1, 
1921,  and  without  deduction  for  any  Federal  income  tax 
not  exceeding  two  per  cent.  (2%)  in  any  year,  which  the 
Company  or  the  Trustee  may  be  required  or  permitted 
to  pay  thereon  or  retain  therefrom  under  any  present 
or  future  law  of  the  United  States  of  America.  The 
Company  agrees  to  reimburse  to  the  holder,  or  if  reg¬ 
istered  to  the  registered  owner  hereof,  any  and  all 


18 


taxes,  (other  than  succession  or  inheritance  taxes)  which 
may  be  imposed  upon  this  Debenture  or  upon  such  holder 
or  registered  owner  by  reason  of  his  ownership  hereof 
under  any  present  or  future  law  of  the  Commonwealth 
of  Pennsylvania,  or  of  any  county,  municipality  or  tax¬ 
ing  authority  in  said  Commonwealth  but  not  in  excess  of 
four  mills  per  annum  on  each  dollar  of  the  face  amount 
of  this  Debenture.  Both  principal  and  interest  of  this 
Debenture  are  payable  without  deduction  for  said  taxes. 
When  and  as  paid,  all  Debentures  and  all  coupons  shall 
be  surrendered  to  the  Trustee  and  shall  forthwith  be 
cancelled. 

Section  3.  Until  all  of  the  Debentures  shall  have 
been  paid,  the  Company  will  maintain  an  office  or  agency 
at  the  principal  office  of  The  Equitable  Trust  Company 
of  New  York,  in  the  Borough  of  Manhattan,  City  of  New 
York  for  the  payment  of  the  principal  and  interest  there¬ 
of,  and  where  notices,  presentations  and  demands  with 
respect  to  the  Debentures  and  Coupons  may  be  served 
and  made.  In  default  of  any  such  office  or  agency, 
presentation  and  demand  may  be  made  and  notices  may 
be  served  at  the  office  of  the  Trustee  in  said  Borough 
of  Manhattan. 

Section  4.  Until  all  of  the  Debentures  shall  have 
been  paid,  the  Company  will  and  will  cause  every  subsid¬ 
iary  company  to  (a)  diligently  preserve  its  corporate  or¬ 
ganization  (except  as  otherwise  permitted  by  this  agree¬ 
ment)  and  all  of  the  other  franchises  and  rights  to  it 
granted  or  upon  it  conferred,  in  so  far  as  in  the  opinion 
of  the  Board  of  Directors  of  the  Company  they  continue 
to  be  advantageous  to  the  Company  or  to  such  subsid¬ 
iary  company;  (b)  promptly  pay  and  discharge  all  taxes, 


19 


assessments  and  governmental  charges  lawfully  levied 
or  imposed  upon  it,  its  property,  or  any  part  thereof,  or 
upon  its  income  or  profits,  or  any  part  thereof,  or  upon 
the  interest  of  the  Trustee  hereunder  or  moneys  in  pos¬ 
session  of  the  Trustee  pursuant  to  the  provisions  hereof, 
as  well  as  all  lawful  claims  for  labor,  materials  and  sup¬ 
plies,  which,  if  unpaid,  might  by  law  become  a  lien  or 
charge  upon  its  property;  provided,  however,  that  it 
shall  have  the  right  in  good  faith  to  contest  any  such  tax, 
assessment,  charge  or  claim  and,  pending  such  contest, 
to  delay  or  refuse  payment  thereof ;  and  in  so  far  as  in 
the  opinion  of  the  Board  of  Directors  of  the  Company  it 
shall  be  advantageous  (c)  maintain  and  keep  its  plants 
and  other  properties  and  every  part  and  parcel  thereof  in 
good  condition,  repair  and  working  order  and  supply  and 
keep  the  same  supplied  with  all  necessary  equipment  and 
make  all  necessary  repairs,  renewals  and  replacements 
and  actively  conduct  and  carry  on  its  usual  business,  ex¬ 
cept  as  and  to  the  extent  that  it  may  be  prevented  from 
so  doing  by  circumstances  beyond  its  control. 

Section  5.  Until  all  of  the  Debentures  shall  have 
been  paid  the  Company  will  not  create  or  suffer  to  be 
created,  nor  will  it  permit  any  subsidiary  company  to 
create  or  suffer  to  be  created  (except  to  the  Company) 
any  mortgage,  pledge  or  lien  other  than  (a)  purchase 
money  mortgages,  (b)  mortgages  or  liens  existing  on 
property  at  the  time  of  the  acquisition  thereof,  (c) 
pledges  of  quick  assets  for  current  loans  in  the  ordinary 
course  of  business,  (d)  mortgages  or  liens  on  real  es¬ 
tate  situate  in  Philadelphia  acquired  as  a  site  for  an 
office  building  owned  by  it  and  on  buildings  erected 
thereon,  (e)  obligations  secured  by  marine  or  other  trails- 


20 


portation  plant  and/or  equipment  acquired  subsequent  to 
the  date  hereof  for  all  or  part  of  the  purchase  price 
of  such  marine  or  other  transportation  plant  and  equip¬ 
ment,  upon  any  properties  owned  by  the  Company  or  by 
any  subsidiary  company,  without  making  effective  provi¬ 
sion  in  and  by  such  new  mortgage  or  other  instrument 
creating  such  pledge  or  lien  whereby  all  of  the  Deben¬ 
tures  shall  be  directly  secured  equally  and  ratably  with 
the  bonds  or  other  obligations  issued  and  to  be  issued  un¬ 
der  such  new  mortgage  or  other  instrument  creating  such 
pledge  or  lien. 

Until  all  of  the  Debentures  shall  have  been  paid 
the  Company  agrees  that  it  will  not  issue,  create  or 
assume  debentures  and/or  other  funded  debt,  including 
all  mortgages,  liens  and  pledges  (but  not  including 
mortgages,  liens  and  pledges  of  the  character  set  forth 
in  Clauses  (b),  (c),  (d)  and  (e)  of  this  Section  5,  pro¬ 
vided,  however,  that  mortgages  and  liens  of  the  char¬ 
acter  set  forth  in  said  clause  (b)  shall  be ‘included  if  the 
Company  assumes  the  same  or  becomes  otherwise  liable 
therefor),  which  taken  together  with  all  the  Debentures 
and  other  funded  debt  of  the  Company,  as  above  defined, 
then  outstanding,  will  aggregate  at  the  time  of  such  is¬ 
sue,  creation  or  assumption,  more  than  50%  of  its  net 
assets.  The  words  “funded  debt”  as  used  in  this  Section 
5  with  reference  to  debt  of  the  Company  shall  be  con¬ 
strued  to  mean  all  Debentures  and  other  funded  debt  as 
defined  in  the  preceding  sentence,  issued,  created  or  as¬ 
sumed  by  the  Company.  Nothing  herein  contained  shall 
prevent  the  Company  from  acquiring  property  subject 
to  any  extent  whatsoever  to  mortages,  pledges  or  liens, 
provided  that  the  Company  does  not  assume  or  otherwise 
become  liable  for  such  mortgages,  pledges  or  liens,  nor 


21 


shall  anything  herein  prevent  the  Company  or  any  sub¬ 
sidiary  company  from  acquiring  all  or  any  portion  of 
the  capital  stock  of  any  other  company  whose  properties 
are  subject  to  mortgages,  pledges  or  liens,  or  which  may 
have  outstanding  other  funded  debt  to  any  amount  what¬ 
soever.  In  case  of  any  acquisition  of  the  character  speci¬ 
fied  in  the  preceding  sentence  the  mortgages,  pledges  or 
liens  not  assumed  by  the  Company  and/or  the  mort¬ 
gages,  pledges,  liens  or  other  funded  debt  of  the  company 
whose  capital  stock  is  acquired,  as  the  case  may  be,  shall 
not  be  considered  as  part  of  the  funded  debt  of  the  Com¬ 
pany  in  computing  the  amount  of  the  permissible  funded 
debt  of  the  Company  under  the  provisions  of  this  para¬ 
graph,  but  the  value  of  the  equity  in  any  property  so  ac¬ 
quired  by  the  Company  or  any  of  its  subsidiaries  subject 
to  mortgages,  pledges  or  liens  and/or  the  actual  cost  or 
fair  value  (whichever  is  less)  of  any  capital  stock  of  any 
other  company  so  acquired,  as  the  case  may  be,  shall  be 
included  in  computing  the  net  assets  of  the  Company  for 
the  purpose  of  this  agreement. 

From  time  to  time,  when  requested  by  the  Trustee, 
and  in  any  event  at  least  annually,  without  such  request, 
not  later  than  the  date  of  the  current  annual  stockholders’ 
meeting  of  the  Company,  the  Company  shall  promptly 
furnish  to  the  Trustee  (1)  a  balance  sheet  of  the  Com¬ 
pany,  (2)  a  statement  of  its  debentures  and  other  funded 
debt  then  outstanding,  and  (3)  a  statement  of  its  net  as¬ 
sets,  as  defined  in  this  Section  5,  all  in  such  form  and 
reasonable  detail  as  shall  be  satisfactory  to  the  Trustee 
and  all  certified  by  a  certified  public  accountant  or  firm 
of  certified  public  accountants  selected  by  the  Company 
and  satisfactory  to  the  Trustee  in  its  uncontrolled  discre¬ 
tion  (who  may  also  be  an  accountant  or  firm  of  account- 


22 


ants  employed  by  the  Company)  and  also  certified  by  the 
President  or  a  Vice  President  and  by  the  Treasurer  or 
an  Assistant  Treasurer  of  the  Company.  The  value  of 
the  assets  of  the  Company  as  stated  in  such  certified 
balance  sheet,  shall  be  based  upon  the  book  value  there¬ 
of  on  the  books  of  the  Company  on  December  31,  1920, 
plus  the  actual  cost  or  fair  market  value  on  the  date 
as  of  which  the  particular  balance  sheet  is  made  (which¬ 
ever  is  less)  of  any  assets  acquired  subsequently  there¬ 
to,  and  with  reasonable  allowance  for  depreciation  since 
December  31,  1920,  in  the  case  of  assets  owned  by  the 
Company  on  that  date,  and  for  depreciation  since  such 
subsequent  acquisition  in  the  case  of  assets  subsequently 
acquired.  The  words  “net  assets”  as  used  in  this  Sec¬ 
tion  5  for  the  purpose  of  determining  the  right  of  the 
Company  at  any  time  to  issue,  create  or  assume  addi¬ 
tional  funded  debt,  shall  be  construed  to  mean  the  value 
of  the  total  assets  of  the  Company  at  that  time  com¬ 
puted  as  required  in  the  case  of  said  certified  balance 
sheet  (including  the  cash  or,  in  the  case  of  any  consid¬ 
eration  other  than  cash,  the  fair  market  value  of  such 
consideration,  to  be  received  by  the  Company  as  con¬ 
sideration  for  the  issue,  creation  or  assumption  of  such 
additional  funded  debt),  less  all  funded  debt  (includ¬ 
ing  the  funded  debt  so  about  to  be  issued,  created  or  as¬ 
sumed)  and  also  all  accounts  and  bills  payable  and  other 
indebtedness  of  the  Company,  secured  or  unsecured, 
whether  or  not  presently  payable,  and  all  other  liabilities 
of  the  Company  of  any  nature  whatsoever,  shown,  or 
which,  in  accordance  with  the  usual  accounting  practice 
of  corporations  conducting  a  business  similar  to  that 
of  the  Company,  should  be  shown  upon  the  books  of  the 
Company,  excepting  capital  stock  and  surplus.  The 
Trustee  may  rely  upon  the  truth  and  accuracy  of  any 
statement  contained  in  any  such  balance  sheet,  statement 


23 


of  Debentures  and  other  funded  debt  or  statement  of 
net  assets  so  furnished  and  certified;  but  the  Trustee 
may,  in  its  discretion  and  at  its  option  and  at  the  expense 
of  the  Company,  make  an  independent  investigation  into 
the  truth  or  accuracy  of  any  facts  stated  therein.  Noth¬ 
ing  contained  in  this  Section  5,  however,  shall  take  from 
the  Trustee  the  absolute  protection  herein  conferred 
upon  it  in  case  it  shall  accept  as  conclusive,  without  fur¬ 
ther  investigation,  any  statement  so  furnished  and  certi¬ 
fied. 

Section  G.  Until  all  of  the  Debentures  shall  have 
been  paid,  the  Company  will  insure  and  keep  insured  for 
a  fair  value  so  much  of  its  property  and  will  cause  every 
subsidiary  company  to  insure  and  keep  insured  for  a 
fair  value  so  much  of  its  property  as  is  of  a  character 
customarily  insured  by  companies  engaged  in  similar 
business,  against  loss  by  fire  and  from  other  causes  cus¬ 
tomarily  insured  against  by  similar  companies  or,  in  lieu 
thereof,  at  its  option,  the  Company  will  maintain  and  will 
cause  every  subsidiary  company  to  maintain  a  system  of 
self  insurance  which  will  accord  with  the  approved  prac¬ 
tices  of  corporations  maintaining  such  systems  and,  in 
such  case,  will  maintain  and  will  cause  every  subsidiary 
company  to  maintain  an  adequate  insurance  reserve. 

Section  7.  Until  all  of  the  Debentures  shall  have 
been  paid,  the  Company  will  not  sell  or  lease  all  or  sub¬ 
stantially  all  of  its  properties,  or  consolidate  with 
any  other  corporation,  unless  such  sale,  lease  or  consoli¬ 
dation  shall  be  upon  such  terms  that  the  purchaser,  lessee 
or  company  resulting  from  such  consolidation,  shall  as¬ 
sume  and  agree  to  pay  the  Debentures  and  coupons,  ac¬ 
cording  to  the  terms  thereof  and  of  this  agreement,  and 
shall  assume  and  agree  to  perform  the  terms,  covenants 
and  provisions  of  this  agreement  and  of  the  Debentures 


24 


and  coupons  nor,  unless  also,  such  purchaser,  lessee  or 
such  consolidated  company,  shall  duly  execute  and  de¬ 
liver  to  the  Trustee,  simultaneously  with  such  sale,  lease 
or  consolidation,  an  instrument  in  writing,  in  form  sat¬ 
isfactory  to  the  Trustee,  whereby  it  shall  agree  to  make 
all  such  payments  and  to  perform  all  such  terms,  cove¬ 
nants  and  agreements  hereof  and  of  the  Debentures 
and  coupons,  with  the  same  effect  and  to  the  same 
extent  as  if  the  maker  of  such  instrument  had  been 
the  party  of  the  first  part  hereto ;  and  no  such  sale,  lease 
or  consolidation  shall  be  made  to  or  with  another  cor¬ 
poration  which  has  outstanding  any  obligations  secured 
by  mortgage  (other  than  purchase  money  mortgages), 
unless  simultaneously  therewith  or  prior  thereto  (if  the 
Debentures  are  not  already  secured  pursuant  to  the  pro¬ 
visions  of  Section  5  of  this  Article  by  a  lien  upon  all  the 
real  property  and  plants  of  the  Company)  effective  pro¬ 
vision  shall  be  made  for  the  securing  of  the  Debentures 
by  lien  upon  all  of  the  real  property  and  plants  of  the 
Company  owned  by  it  immediately  prior  to  such  sale, 
lease  or  consolidation,  subject  only  to  the  liens  upon  such 
property  and  plants  of  mortgages,  pledges  or  liens  per¬ 
mitted  by  Section  5  of  this  Article,  in  so  far  as  such  liens 
attach  to  said  real  property  and  plants. 

Section  8.  Until  all  of  the  Debentures  shall  have 
been  paid,  the  Company  will  not  permit  any  subsidiary 
company  to  (a)  sell  or  lease  (except  to  the  Company  or 
to  a  subsidiary  company)  all  or  substantially  all  of  its 
properties,  or  (b)  consolidate  with  any  other  corporation 
(except  the  Company  or  a  subsidiary  company)  unless 
such  sale,  lease  or  consolidation  shall  be  upon  such  terms 
that  the  purchaser,  lessee  or  the  company  resulting  from 


25 


such  consolidation,  shall  thereby  become  a  subsidiary 
company;  provided,  however,  that  any  subsidiary  com¬ 
pany  may  sell  any  property  which  shall  be  deemed  by 
the  Board  of  Directors  of  the  Company  to  be  no  longer 
profitable  or  advantageous  in  the  conduct  of  the  busi¬ 
ness  of  such  subsidiary  company  or  of  the  Company, 
whether  or  not  such  property  constitutes  the  whole  or 
substantially  the  whole  of  the  assets  of  any  such  subsidi¬ 
ary  company. 

Section  9.  In  order  to  prevent  any  accumulation  of 
coupons  or  claims  for  interest  after  maturity,  the  Com¬ 
pany  will  not,  directly  or  indirectly,  extend  or  consent  to 
the  extension  of  the  time  for  the  payment  of  any  coupon 
appertaining  to  or  claim  for  interest  on  any  of  the  De¬ 
bentures  and  will  not,  directly  or  indirectly,  be  a  party 
to  or  approve  any  such  arrangement  by  purchasing  or 
funding  said  coupons  or  claims  for  interest  or  in  any 
other  manner.  In  case  any  such  coupon  or  claim  for 
interest  shall  be  extended  or  funded,  whether  or  not  with 
the  consent  of  the  Company,  such  coupon  or  claim  for  in¬ 
terest  so  extended  or  funded  shall  not  be  entitled  in  case 
of  an  event  of  default  hereunder  to  the  benefits  of  this 
agreement,  except  subject  to  the  prior  payment  in  full  of 
the  principal  of  all  of  the  Debentures  then  outstanding 
and  of  all  coupons  and  claims  for  interest,  which  shall  not 
have  been  so  extended  or  funded.  No  purchase  of  any 
coupon  or  claim  for  interest  nor  any  advance  or  loan 
thereon  by  or  on  behalf  of  the  Company  or  by  or  on  be¬ 
half  of  any  person  or  corporation,  which  by  agreement 
with  the  Company  shall  have  become  obligated  to  pay 
the  same,  shall  keep  such  coupons  or  claims  for  interest 
alive,  except  after  the  prior  payment  in  full  of  the  prin- 


2G 


cipal  of  all  of  the  Debentures  and  of  all  coupons  and 
claims  for  interest  not  so  purchased  or  funded. 

Section  10.  The  Company  agrees  that  from  time  to 
time,  upon  the  written  request  of  the  Trustee,  it  will 
execute,  acknowledge  and  deliver  all  such  further  and 
additional  instruments  and  will  take  all  such  further  ac¬ 
tion  as  may  be  reasonable  or  may  be  required  to  carry 
out  the  intention  of  this  Agreement,  and  to  provide  for 
the  payment  of  said  Debentures  and  interest  coupons  is¬ 
sued  hereunder,  according  to  the  intent  and  purpose 
herein  expressed. 

ARTICLE  FOURTH. 

Sinking  Fund. 

Section  1.  The  Company  covenants  and  agrees  that 
on  March  1,  1922  and  on  March  1  of  each  year  there¬ 
after,  until  all  of  the  Debentures  issued  hereunder  shall 
have  been  redeemed  and  paid,  or  the  moneys  to  redeem 
and  pay  the  same  shall  have  been  deposited  with  the 
Trustee  as  herein  provided,  it  will  pay  to  the  Trustee  as  a 
Sinking  Fund  to  be  applied  as  hereinafter  provided  in  the 
purchase  of  said  Debentures,  Five  hundred  thousand  dol¬ 
lars  ($500,000)  in  gold  coin  of  the  United  States  of 
America  of  the  standard  of  weight  and  fineness  existing 
March  1,  1921,  or  its  equivalent. 

Section  2.  Upon  receipt  of  any  such  payment,  the 
Trustee  shall  immediately  advertise  for  tenders  of  Deben¬ 
tures  issued  hereunder  for  purchase  for  the  Sinking  Fund, 
by  notice  published  at  least  once  a  week  for  three  suc¬ 
cessive  weeks  in  two  daily  newspapers  of  general  circu- 


27 


lation,  published  in  the  Borough  of  Manhattan,  City  of 
New  York,  State  of  New  York,  and  in  two  similar  news¬ 
papers  published  in  the  City  of  Philadelphia,  Pennsyl¬ 
vania,  which  notice  shall  state  the  amount  of  money  then 
on  hand  in  the  Sinking  Fund,  and  shall  invite  sealed 
offers  to  be  made  to  the  Trustee  for  the  sale  of  Deben¬ 
tures  on  or  before  the  date  specified  in  such  notice  (which 
date  shall  be  not  less  than  twenty-one  (21)  days  nor  more 
than  thirty  (30)  days  subsequent  to  the  first  publication  of 
such  notice)  and  shall  also  state  briefly  that  in  the  event 
sufficient  Debentures  shall  not  be  offered  on  the  date 
specified  at  prices  not  to  exceed  par  and  interest,  any 
unexpended  balance  of  the  Sinking  Fund  will  be  ap¬ 
plied  thereafter,  as  far  as  possible,  by  the  Trustee,  in 
the  purchase  of  additional  Debentures  at  prices  not  to 
exceed  par  and  accrued  interest.  From  the  Debentures 
so  offered,  if  any,  the  Trustee  shall  purchase  for  the 
Sinking  Fund,  on  the  date  specified  in  such  notice  or  as 
soon  as  practicable  thereafter,  an  amount  of  Debentures 
sufficient  to  exhaust,  so  far  as  possible,  the  amount  of 
money  then  on  hand  in  the  Sinking  Fund,  at  the  lowest 
price  or  prices  at  which  such  Debentures  shall  be  offered, 
but  at  prices  not  exceeding  par  and  accrued  interest. 
Should  there  be  two  or  more  proposals  at  the  same  price 
aggregating  more  than  the  amount  which  the  Trustee  has 
available  for  investment  after  having  accepted  all  pro¬ 
posals  at  the  lowest  price,  such  proposals  shall  be  ac¬ 
cepted  (as  nearly  as  in  the  opinion  of  the  Trustee  shall 
be  practicable)  pro  rata ,  provided,  however,  that  no  pro¬ 
posal  shall  be  accepted  by  the  Trustee  at  a  price  exceed¬ 
ing  par  and  accrued  interest.  If  from  the  Debentures 
so  offered  in  response  to  such  advertisement,  the  Trus¬ 
tee  shall  be  unable  to  purchase  as  above  provided  at 


28 


prices  not  to  exceed  par  and  accrued  interest  enough  De¬ 
bentures  to  exhaust  the  fund  then  in  its  hands,  the  Trus¬ 
tee  shall  from  time  to  time  thereafter  continue  to  make 
purchases  either  in  the  open  market  or  at  private  sale, 
wherever  the  same  may  be  obtainable,  at  prices  not  to 
exceed  par  and  accrued  interest  until  such  fund  shall  he 
exhausted;  provided,  however,  that  if  in  any  year  suffi¬ 
cient  Debentures  can  not  be  so  purchased  during  the  four 
months  next  succeeding  the  actual  receipt  by  the  Trustee 
of  the  full  amount  of  said  Sinking  Fund  payment  to  ex¬ 
haust  the  payment  for  that  year  the  unexpended  balance 
of  the  payment  for  that  year  shall  forthwith  be  repaid 
to  the  Company  and  revert  to  its  general  funds. 

Section  3.  The  Company  shall  have  the  right  to  pur¬ 
chase  Debentures  issued  hereunder  in  the  open  market 
and  offer  the  same  to  the  Trustee  for  purchase  for  the 
Sinking  Fund  in  competition  with  other  holders  of  such 
Debentures. 

Section  4.  All  Debentures  purchased  for  the  Sinking 
Fund  shall  be  cancelled  by  the  Trustee,  together  with  all 
unmatured  coupons  thereto  attached,  and  when  so  can¬ 
celled,  shall  be  delivered  to  the  Company,  and  no  De¬ 
bentures  shall  be  issued  in  place  thereof. 


ARTICLE  FIFTH. 

Redemption  of  Debentures. 

Section  1.  The  Company  may,  at  its  election,  on 
any  interest  payment  date,  pay  off  and  redeem  the 
Debentures  as  a  whole,  or  in  part  by  lot  in  parcels 


29 


of  $500,000.  or  more  at  the  principal  amount  thereof 
together  with  accrued  interest  plus  a  premium  of 
three  and  one-half  per  cent  (314% )  of  such  principal 
amount  if  redeemed  on  or  prior  to  March  1,  1922,  and 
thereafter  at  a  premium  of  one-quarter  of  one  per  cent 
of  such  principal  amount  less  for  each  half  year 
elapsed  after  March  1,  1922,  until  a  premium  of 
one-half  of  one  per  cent  is  reached  and  thereafter  at  a 
premium  of  one-half  of  one  per  cent.  If  the  Company 
shall  elect  to  exercise  such  right  of  redemption,  it  shall 
give  notice  thereof  by  publication  at  least  once  a  week 
for  four  successive  weeks  prior  to  the  interest  payment 
date  on  which  such  payment  and  redemption  is  to  be 
made  (the  first  publication  to  be  made  not  less  than  thirty 
(30)  days  nor  more  than  forty  (40)  days  prior  to  such  re¬ 
demption  date)  in  two  daily  newspapers  of  general  cir¬ 
culation  regularly  published  and  issued  in  the  Borough  of 
Manhattan,  City  of  New  York,  and  in  two  similar  news¬ 
papers  published  and  issued  in  the  City  of  Philadelphia, 
Pennsylvania,  stating  such  election  on  the  part  of  the 
Company  and  specifying,  in  case  less  than  all  of  the  De¬ 
bentures  are  to  be  redeemed,  the  numbers  of  the  Deben¬ 
tures  to  be  redeemed  (which,  previously  to  the  publica¬ 
tion  of  such  notice,  shall  have  been  designated  by  lot 
under  the  direction  of  the  Trustee),  stating  that  the  inter¬ 
est  on  the  Debentures  in  such  notice  designated  for  re¬ 
demption  shall  cease  on  such  redemption  date  and  requir¬ 
ing  said  Debentures  to  be  presented  on  said  date  for  pay¬ 
ment  and  redemption.  A  similar  notice  shall  be  mailed  by 
the  Company,  postage  prepaid,  at  least  thirty  (30)  days 
prior  to  said  date  fixed  for  redemption,  to  all  registered 
owners  of  Debentures  to  be  redeemed  whose  addresses 
shall  appear  upon  the  transfer  register  of  the  Company. 


30 


Notice  having  been  so  given,  the  Debentures  so  desig¬ 
nated  for  redemption  shall  on  the  interest  payment  date 
designated  in  such  notice  become  and  be  due  and  payable 
at  the  redemption  price  aforesaid;  and  from  and  after 
the  date  of  redemption  so  designated  (unless  the  Com¬ 
pany  shall  make  default  in  payment  of  the  Debentures) 
interest  on  the  Debentures  so  designated  for  redemption 
shall  cease  to  accrue  and,  upon  surrender  at  the  office  of 
the  Trustee  in  the  Borough  of  Manhattan,  City  of  New 
York,  in  accordance  with  said  notice,  of  the  Debentures 
specified  therein,  together  with  all  coupons  thereto  ap¬ 
pertaining,  maturing  after  said  date  of  redemption,  the 
Debentures  shall  be  paid  by  the  Company  at  the  principal 
amount  thereof  plus  the  redemption  premium  aforesaid, 
and  the  accrued  interest  shall  be  paid  by  the  Company 
upon  the  surrender  of  the  coupons  therefor,  subject  to  the 
provisions  of  Section  9  of  Article  Third  and  of  Section  1 
of  Article  Seventh  hereof.  If  not  so  paid  upon  presenta¬ 
tion  for  surrender  thereof  as  aforesaid,  said  Debentures 
shall  continue  to  bear  interest  at  the  rate  therein  ex¬ 
pressed  until  payment. 

Section  2.  On  the  deposit  with  the  Trustee  of  the 
amount  necessary  so  to  redeem  all  of  the  Debentures  out¬ 
standing  and  on  delivery  to  the  Trustee  of  (1)  proof 
satisfactory  to  it  that  notice  of  redemption  thereof  on  a 
specified  redemption  date  has  been  given  as  aforesaid 
or  (2)  proof  satisfactory  to  the  Trustee  that  arrange¬ 
ments  have  been  made  insuring  to  its  satisfaction  that 
such  notice  will  be  so  given  or  (3)  a  written  in¬ 
strument,  executed  by  the  Company  under  its  cor¬ 
porate  seal  and  expressed  to  be  irrevocable,  authoriz¬ 
ing  the  Trustee  to  give  such  notice  for  and  on  behalf  of 
the  Company  and,  on  payment  to  the  Trustee  of  all  costs, 


31 


charges  and  expenses  in  relation  thereto  and  all  other 
sums  payable  hereunder  by  the  Company,  the  Trustee 
shall  cancel  and  satisfy  this  agreement.  The  Trustee 
shall  apply  the  moneys  so  deposited  with  it  to  the  pay¬ 
ment  at  the  redemption  price  aforesaid  of  the  Deben¬ 
tures  so  called  for  redemption,  but  shall  in  no  event  be 
liable  beyond  the  amount  so  deposited  with  it.  Any 
moneys  so  deposited  remaining  unclaimed  by  the  holders 
of  Debentures  and  coupons  for  six  years  after  the  speci¬ 
fied  redemption  date,'  shall  be  paid  by  the  Trustee  to  the 
Company,  and  such  holders  of  Debentures  and  coupons 
shall  thereafter  be  entitled  only  to  look  to  the  Company 
for  payment  thereof ;  provided,  however,  that  the  Trustee, 
before  being  required  to  make  any  such  payment  to  the 
Company,  may,  at  the  expense  of  the  Company,  cause 
notice  that  said  moneys  remain  unclaimed  as  aforesaid 
and  that  after  a  date  named  therein  they  will  be  returned 
to  the  Company  to  be  published  once  a  week  in  each  of 
four  successive  weeks  in  two  daily  newspapers  of  general 
circulation  regularly  published  and  issued  in  the  Bor¬ 
ough  of  Manhattan,  City  of  New  York,  and  two  similar 
newspapers  in  the  City  of  Philadelphia,  Pennsylvania. 

Section  3.  All  Debentures  redeemed  or  paid,  pursu¬ 
ant  to  the  provisions  of  this  Article,  and  the  appurtenant 
coupons  shall  be  canceled  and  shall  be  delivered  to  the 
Company  on  its  written  request  and  no  Debentures  shall 
be  issued  in  place  thereof.  The  Company,  however,  re¬ 
serves  the  right  to  purchase  at  public  or  private  sale  all 
or  any  part  of  the  Debentures  not  so  redeemed  or  paid 
under  the  provision  of  this  Article  for  less  than  the  price 
specified  herein  for  redemption  at  the  time  of  any  such 
purchase,  and  Debentures  so  purchased  may  be  resold, 
or  otherwise  disposed  of  as  the  Company  may  elect. 


ARTICLE  SIXTH. 


Events  op  Default. 

The  following  events  shall  be  events  of  default  under 
this  agreement  and  the  term  “event  of  default’’  or 
“events  of  default”  shall  mean,  wherever  the  same  is 
used  in  this  agreement,  one  or  more  of  the  following 
events, 


(a)  If  default  shall  be  made  in  the  payment 
of  any  part  of  the  principal  (including,  in  case  of 
redemption,  the  redemption  premium)  of  any  of 
the  Debentures,  when  and  as  the  same  shall  become 
due  and  payable,  whether  by  the  terms  thereof,  by 
proceedings  for  the  redemption  thereof,  by  decla¬ 
ration  or  otherwise; 

(b)  If  default  shall  be  made  in  the  payment  of 
any  interest  on  any  of  the  Debentures,  when  and 
as  the  same  shall  become  due  and  payable  as  there¬ 
in  expressed,  and  such  default  shall  have  con¬ 
tinued  for  a  period  of  thirty  (30)  days; 

(c)  If  default  shall  be  made  in  the  payment  of 
any  instalment  of  the  Sinking  Fund,  and  such  de¬ 
fault  shall  have  continued  for  a  period  of  sixty 
(60)  days; 

(d)  If  default  shall  be  made  in  the  observance 
or  performance  of  any  other  of  the  covenants, 
conditions  or  stipulations  on  the  part  of  the  Com¬ 
pany  to  be  performed,  as  in  this  agreement  or  in 
the  Debentures  is  provided,  and  such  default  shall 
have  continued  for  a  period  of  sixty  (60)  days 
after  written  notice  to  the  Company  from  the 
Trustee  or  from  the  holders  of  not  less  than  a  ma¬ 
jority  in  principal  amount  of  the  Debentures  then 
outstanding  specifying  such  default  and  requiring 
the  same  to  be  remedied ; 


.33 


(e)  If,  by  the  decree  of  a  court  of  competent 
jurisdiction,  the  Company  shall  be  adjudicated  a 
bankrupt  or,  by  order  of  such  a  court,  a  receiver 
or  receivers  shall  be  appointed  of  the  property 
of  the  Company  upon  the  application  of  any  cred¬ 
itor  in  an  insolvency  or  bankruptcy  proceeding  or 
other  creditors’  suit,  and  any  such  decree  or 
order  shall  have  continued  unstayed  on  appeal  or 
otherwise  and  in  effect  for  a  period  of  sixty  (60) 
days;  or 

(f )  If  the  Company  shall  file  a  petition  in  vol¬ 
untary  bankruptcy  or  shall  make  an  assignment 
for  the  benefit  of  creditors  or  shall  consent  to  the 
appointment  of  a  receiver  or  receivers  of  all  or 
any  substantial  part  of  its  property. 


ARTICLE  SEVENTH. 

Remedies  of  Trustees  and  Debenture  Holders. 

Section  1.  No  coupon  or  claim  for  interest  belong¬ 
ing  to  or  appertaining  to  any  of  the  Debentures,  which 
in  any  way  at  or  after  maturity  shall  have  been  trans¬ 
ferred  or  pledged  separate  and  apart  from  the  Deben¬ 
ture  to  which  it  relates,  shall,  unless  accompanied  by 
such  Debenture,  be  entitled,  in  case  of  an  event  of  default 
hereunder  and  distribution  by  the  Trustee,  to  any  benefit 
by  or  from  this  agreement,  except  after  the  prior  payment 
in  full  of  the  principal  of  all  of  the  Debentures  and  of  all 
coupons  and  claims  for  interest  not  so  transferred  or 
pledged. 

Section  2.  If  any  one  or  more  of  the  events  of  de¬ 
fault  shall  occur,  then  and  in  every  such  case  the  Trus¬ 
tee,  by  notice  in  writing  to  the  Company,  may  and,  upon 


O  A 


the  written  request  of  the  holders  of  a  majority  in  prin¬ 
cipal  amount  of  the  Debentures  then  outstanding,  shall 
declare  the  principal  of  all  of  the  Debentures  then  out¬ 
standing  and  the  interest  thereon,  if  not  already  due, 
to  be  due  and  payable  immediately  and,  upon  any  such 
declaration,  such  principal  and  interest  shall  become  and 
be  immediately  due  and  payable,  anything  in  this  agree¬ 
ment  or  in  the  Debentures  contained  to  the  contrary  not¬ 
withstanding.  If,  however,  at  any  time  after  the  prin¬ 
cipal  of  all  of  the  Debentures  shall  have  been  so  declared 
due  and  payable,  such  Debentures  as  shall  have  become 
due  and  payable  by  proceedings  for  the  redemption 
thereof  and  all  arrears  of  interest  upon  all  of  the  De¬ 
bentures,  with  interest  on  overdue  interest  at  the  rate  of 
six  and  one-lialf  per  cent.  (G1/^)  per  annum,  and  all 
payments  herein  required  to  be  made  to  the  Trustee  in 
respect  to  the  Sinking  Fund,  shall  have  been  paid  or  pro¬ 
vided  for  and  all  other  existing  events  of  default  shall 
have  been  remedied  and  made  good  or  provision  therefor 
satisfactory  to  the  Trustee  shall  have  been  made,  then 
and  in  such  case  the  holders  of  a  majority  in  principal 
amount  of  the  Debentures  then  outstanding,  by  written 
notice  to  the  Company  and  to  the  Trustee,  may  waive 
such  event  or  events  of  default  and  the  consequences 
thereof  and  rescind  such  declaration  upon  such  terms, 
conditions  and  agreements,  if  any,  as  they  may  deter¬ 
mine;  but  no  such  waiver  or  rescission  shall  extend  to  or 
affect  any  subsequent  default  or  impair  any  right  conse¬ 
quent  thereon. 

Section  3.  If  one  or  more  of  the  events  of  default 
shall  happen,  the  Trustee,  directly  or  by  attorney,  in  its 
discretion  may  proceed  to  protect  and  to  enforce  its 


35 


rights  and  the  rights  of  Debenture  holders  under  this 
agreement  by  suit  or  suits  in  equity  or  at  law,  whether 
for  the  specific  performance  of  any  covenant  or  agree¬ 
ment  contained  herein  or  in  aid  of  the  execution  of  any 
power  herein  granted  or  for  the  enforcement  of  any  other 
appropriate  legal  or  equitable  remedy,  as  the  Trustee 
being  advised  by  counsel  learned  in  the  law,  shall  deem 
most  effectual  to  protect  and  enforce  any  of  its  rights 
or  duties  hereunder. 

Section  4.  If  one  or  more  of  the  events  of  default 
shall  happen,  upon  the  written  request  of  the  holders  of 
a  majority  in  principal  amount  of  the  Debentures  then 
outstanding  hereunder,  it  shall  be  the  duty  of  the  Trus¬ 
tee,  upon  being  indemnified  to  its  satisfaction,  to  take 
all  steps  so  requested  for  the  protection  and  enforcement 
of  its  rights  and  the  rights  of  the  holders  of  the  Deben¬ 
tures  and  coupons  and  to  take  appropriate  judicial  pro¬ 
ceedings,  by  action,  suit  or  otherwise,  as  shall  be  re¬ 
quested  by  said  holders ;  and  anything  in  this  agreement 
to  the  contrary  notwithstanding,  to  such  extent  as  shall 
be  lawful,  the  holders  of  a  majority  in  principal  amount 
of  the  Debentures  then  outstanding  hereunder  shall  have 
the  right  to  direct  and  to  control  the  method  and  place 
of  conducting  any  and  all  such  proceedings.  To  such 
extent  as  shall  be  lawful,  the  holders  of  the  majority  in 
principal  amount  of  the  Debentures  may  at  any  time 
and  from  time  to  time,  in  respect  of  all  of  the  Deben¬ 
tures,  waive  any  default  or  any  event  of  default  then 
existing  hereunder,  other  than  in  respect  of  the  payment 
of  the  principal  of  any  of  the  Debentures  at  the  maturity 
thereof  or  when  designated  for  redemption  and/or  the 
payment  of  interest  thereon  as  the  same  becomes  due, 


36 


irrespective  of  such  prior  written  request  of  holders  of  a 
majority  in  principal  amount  of  the  Debentures  then 
outstanding. 

Section  5.  The  Company  covenants  that 

(1)  If  default  shall  be  made  in  the  payment 
of  any  interest  on  any  of  the  Debentures  at  any 
time  outstanding,  when  and  as  the  same  shall  be¬ 
come  due  and  payable,  and  such  default  shall  have 
continued  unremedied  for  a  period  of  not  less  than 
thirty  (30)  days,  or 

(2)  If  default  shall  be  made  in  respect  to  any 
payment  herein  required  to  be  made  to  the  Trus¬ 
tee  for  the  purpose  of  the  Sinking  Fund,  herein¬ 
before  provided  for,  and  such  default  shall  con¬ 
tinue  unremedied  for  a  period  of  not  less  than 
sixty  (60)  days,  or 

(3)  If  default  shall  be  made  in  the  payment  of 
any  part  of  the  principal  (including  in  case  of  re¬ 
demption,  the  redemption  premium)  of  any  of  the 
Debentures,  when  and  as  the  same  shall  become 
due  and  payable,  whether  upon  maturity  by  the 
terms  thereof,  by  proceeding  for  redemption,  upon 
declaration  as  authorized  by  this  agreement  or 
otherwise, 

then  upon  demand  of  the  Trustee,  the  Company  will 
pay  to  the  Trustee,  for  the  benefit  of  the  holders  of 
the  Debentures,  the  whole  amount  which  then  shall 
have  become  due  and  payable  on  all  such  Debentures 
for  interest  or  principal  or  both,  including  the 
redemption  premium  on  any  Debentures  designated  for 
redemption,  with  interest  upon  the  overdue  principal  and 
premium,  if  any,  and  instalments  of  interest  at  the  rate 
of  six  and  one-half  per  cent.  (6y>%)  per  annum  or  will 


37 


pay  to  the  Trustee  the  amount  of  all  payments  due  in 
respect  to  the  Sinking  Fund,  as  the  case  may  be,  and  in 
addition  thereto  such  further  amounts  as  shall  be  suffi¬ 
cient  to  cover  the  costs  and  expenses  of  collection,  includ¬ 
ing  a  reasonable  compensation  to  the  Trustee  and  any 
expenses  or  liabilities  paid  or  incurred  by  it  hereunder. 
And  in  case  the  Company  shall  fail  to  pay  the  same  forth¬ 
with  upon  such  demand,  the  Trustee,  in  its  own  name  and 
as  trustee  of  an  express  trust,  shall  be  entitled  to  sue  and 
recover  judgment  for  the  whole  amount  so  due  and  un¬ 
paid.  All  rights  of  action  under  this  agreement  or  upon 
any  of  the  Debentures  or  coupons  may  be  enforced  by  the 
Trustee  without  the  possession  of  any  of  the  Debentures 
or  coupons  or  the  production  thereof  on  any  trial  or  other 
proceedings  relative  thereto. 

Any  moneys  collected  by  the  Trustee  under  this  agree¬ 
ment  shall  be  applied  by  the  Trustee,  first,  to  the  payment 
of  the  costs  and  expenses  of  the  collection  thereof  and  the 
liabilities,  expenses,  disbursements  and  compensation  of 
the  Trustee  and,  then  (except  in  the  case  of  any  moneys 
collected  in  respect  to  the  Sinking  Fund),  towards  pay¬ 
ment  of  the  amounts  then  due  and  unpaid  upon  such  De¬ 
bentures  or  upon  the  coupons,  in  respect  of  which  or  for 
the  benefit  of  which  such  moneys  shall  have  been  collected, 
ratably  and  without  any  preference  or  priority  of  any 
kind  (subject  to  the  provisions  of  Section  (J  of  Article 
Third  hereof  and  Section  1  of  this  Article),  according  to 
the  amounts  due  and  payable  upon  such  Debentures  or 
coupons  respectively,  at  the  date  fixed  by  the  Trustee  for 
the  distribution  of  such  moneys,  upon  presentation  of  the 
several  Debentures  or  coupons  and  stamping  such  pay¬ 
ment  thereon,  if  partly  paid,  and  upon  surrender  thereof, 
if  fully  paid. 


38 


Any  moneys  collected  in  respect  to  the  Sinking  Fund 
under  the  provisions  of  this  section  shall  he  applied  by 
the  Trustee  (after  payment  of  the  costs  and  expenses  of 
the  collection  thereof  and  the  liabilities,  expenses,  dis¬ 
bursements  and  compensation  of  the  Trustee,  as  afore¬ 
said)  in  the  manner  provided  in  Article  Fourth  hereof, 
including  the  repayment  to  the  Company  of  any  balance 
of  such  Sinking  Fund  moneys  so  collected  but  not  ex¬ 
pended  in  the  purchase  of  Debentures  during  the  four 
months  next  succeeding  the  actual  receipt  by  the  Trustee 
of  Sinking  Fund  moneys  so  collected;  provided  that  if, 
prior  to  the  completion  of  such  application,  the  principal 
amount  of  the  Debentures  issued  hereunder  shall  have  be¬ 
come  due  and  payable  at  the  date  of  maturity  therein  ex¬ 
pressed,  or  by  declaration  as  herein  provided,  then  the 
moneys  so  collected  in  respect  to  the  Sinking  Fund  and 
not  previously  applied  shall  be  applied  by  the  Trustee 
to  the  payment  of  the  whole  amount  then  owing  and  un¬ 
paid  upon  the  Debentures  issued  hereunder  and  then 
outstanding  for  principal  and  interest,  with  interest  on 
any  overdue  installments  of  interest  at  the  rate  of  six 
and  one  half  per  cent  (614%)  per  annum,  without  pref¬ 
erence  or  priority  of  any  kind  (subject  to  the  provisions 
of  Section  9  of  Article  Third  hereof  and  Section  1  of  this 
Article)  ratably  to  the  aggregate  of  such  principal  and 
interest,  upon  presentation  of  the  several  Debentures  and 
coupons  and  stamping  such  payment  thereon,  if  partly 
paid,  and  upon  surrender  thereof,  if  fully  paid ;  and  pro¬ 
vided  further,  that  if  prior  to  the  exhaustion,  in  the  man¬ 
ner  provided  in  Article  Fourth  hereof,  of  any  moneys  so 
collected  in  respect  to  the  Sinking  Fund,  any  event  of 
default  shall  happen  other  than  non-payment  of  the  prin¬ 
cipal  of  any  of  the  Debentures  at  maturity  at  the  date 


* 


39 


specified  therein,  or  by  declaration  as  herein  provided, 
no  moneys  so  collected  for  Sinking  Fund  purposes  and 
not  theretofore  expended  in  the  purchase  of  Debentures 
shall  be  returned  to  the  Company  or  revert  to  its  general 
funds  as  provided  in  Section  2  of  Article  Fourth  hereof, 
until  such  default  is  cured  to  the  satisfaction  of  the  Trus¬ 
tee,  but  such  unexpended  moneys  shall  be  held  by  the 
Trustee  until  such  curing  of  default,  for  the  equal  and  pro 
rata  benefit  and  security  of  all  the  Debentures  and  Cou¬ 
pons  thereto  appertaining,  issued  hereunder  and  out¬ 
standing  (subject  to  the  provisions  of  Section  9  of  Arti¬ 
cle  Third  hereof  and  Section  1  of  this  Article). 

Section  6.  No  holder  of  any  Debenture  or  coupon 
shall  have  any  right  to  institute  any  suit,  action  or  pro¬ 
ceeding  in  equity  or  at  law  for  the  execution  of  any  trust 
hereunder  or  for  the  appointment  of  a  receiver  or  for  any 
other  remedy  hereunder,  or  to  enforce  said  Debenture 
or  Debentures  or  said  coupon  or  coupons,  unless  the 
holders  of  a  majority  in  principal  amount  of  the  Deben¬ 
tures  then  outstanding  previously  shall  have  given  to  the 
Trustee  written  notice  of  an  event  of  default  and  unless 
the  holders  of  a  majority  in  principal  amount  of  the 
Debentures  then  outstanding  shall  have  made  written 
request  upon  the  Trustee  and  shall  have  afforded  it  a 
reasonable  opportunity  either  to  proceed  to  exercise  the 
powers  herein  granted  or  itself  to  institute  such  action, 
suit  or  proceeding  and  the  Trustee  shall  have  failed  or 
neglected  so  to  proceed;  nor  unless  also  they  shall  have 
offered  to  the  Trustee  security  and  indemnity  satisfac¬ 
tory  to  it  against  the  costs,  expenses  and  liabilities  to 
be  incurred  therein  or  thereby ;  and  such  notification,  re¬ 
quest  and  offer  of  indemnity  are  hereby  declared  in 


40 


every  case,  at  the  option  of  the  Trustee,  to  be  conditions 
precedent  to  the  execution  of  the  powers  and  trusts  of 
this  agreement  and  to  any  action  or  cause  of  action  for 
the  appointment  of  a  receiver  or  for  any  other  remedy 
hereunder  or  upon  the  Debenture  or  coupons;  it  being 
understood  and  intended  that  no  one  or  more  holders  of 
Debentures  shall  have  any  right  in  any  manner  whatever 
by  his  or  their  action  to  enforce  any  right  hereunder  or 
with  respect  to  the  Debentures  or  coupons,  except  in  the 
manner  herein  provided,  and  that  all  proceedings  at  law 
or  in  equity  shall  be  instituted,  had  and  maintained  in 
the  manner  herein  provided  and  for  the  equal  benefit  of 
all  holders  of  all  of  the  Debentures  then  outstanding 
similarly  situated;  provided,  however,  that  nothing  in 
this  Article  or  elsewhere  in  this  agreement  or  in  the  De¬ 
bentures  or  in  the  coupons  contained  shall  affect  or  im¬ 
pair  the  obligation  of  the  Company,  which  is  uncondi¬ 
tional  and  absolute,  to  pay  at  the  date  of  maturity  there¬ 
in  expressed  the  principal  of  the  Debentures  to  the  re¬ 
spective  holders  or  registered  owners  of  the  Debentures 
at  the  time  and  place  in  the  Debentures  expressed,  or  af¬ 
fect  or  impair  the  right  of  action,  which  is  also  absolute 
and  unconditional,  of  such  holders  or  registered  owners 
to  enforce  such  payment;  and  that,  in  case  of  the  desig¬ 
nation  for  redemption  of  a  part  but  not  all  of  the  De¬ 
bentures,  the  holder  or  registered  owner  of  any  Deben¬ 
ture  or  Debentures  so  designated,  without  reference  to 
the  consent  of  the  Trustee  or  the  request  of  the  holders 
of  other  Debentures,  may  individually  enforce  payment 
of  his  Debentures,  so  designated,  by  any  appropriate 
legal  proceedings. 

Section  7.  The  Company  for  itself,  its  successors 
and  assigns,  hereby  expressly  covenants  to  and  with  the 


41 


Trustee  that  at  and  immediately  upon  the  commence¬ 
ment  of  any  action,  suit  or  other  legal  proceeding  by  the 
Trustee,  as  provided  in  Section  5  of  this  Article,  to  obtain 
judgment  for  the  principal  of  or  interest  upon  any  of 
the  Debentures  or  for  both,  the  Company  or  its  succes¬ 
sors  or  assigns  shall  and  will,  severally  waiving  the  is¬ 
sue  and  service  of  process,  enter  its  or  their  voluntary 
appearance  in  such  action,  suit  or  proceeding  and  consent 
to  the  entry  of  judgment  for  such  principal  (and  prem¬ 
ium  if  any)  and  interest  and  interest  upon  overdue  prin¬ 
cipal  (and  premium  if  any)  and  instalments  of  interest 
and  for  the  lawful  costs  and  expenses  and  compensation 
of  the  Trustee  and  of  its  agents  and  attorneys  and  for 
such  other  relief  as  the  Trustee  may  be  entitled  to  here¬ 
under  and  that  at  and  upon  the  commencement  of  any 
such  action,  suit  or  proceeding  the  Company  and  its  suc¬ 
cessors  and  assigns  shall  and  will,  if  required  by  the 
Trustee,  consent  to  the  appointment  of  a  receiver  or  re¬ 
ceivers  of  its  property  and  business  and  of  the  earnings, 
income  and  profits  thereof,  with  such  powers  as  the  court 
making  such  appointment  shall  confer. 

Section  8.  Upon  any  sale  made  under  or  in  accord¬ 
ance  with  any  direction  contained  in  or  based  on  any 
judgment  for  the  recovery  by  the  Trustee  or  by  Deben¬ 
ture  holders  for  the  ratable  benefit  of  all  Debenture  hold¬ 
ers  similarly  situated  of  any  indebtedness  evidenced  by 
the  Debentures  or  coupons  or  recovered  hereunder,  any 
purchaser  shall  be  entitled  in  making  any  payment  of  the 
purchase  price  of  the  property  purchased  to  present  to 
the  person  or  persons  authorized  to  receive  the  payment 
of  such  purchase  price  and  to  turn  in  and  use  any  of  the 
Debentures  and  coupons  issued  hereunder  and  then  pay- 


42 


able,  said  Debentures  or  coupons  or  both  being  computed 
for  that  purpose  at  a  sum  equal  to  and  not  exceeding 
that  which  shall  be  payable  out  of  the  net  proceeds  of 
such  sale  to  such  purchaser  as  the  holder  thereof  for 
his  just  share  and  proportion  of  said  net  proceeds;  and, 
if  the  proportion  so  payable  in  respect  of  such  Deben¬ 
tures  and  coupons  shall  be  less  than  the  amount  for 
which  the  Company  may  be  liable  thereon,  then  the  re¬ 
ceipt  endorsed  thereon  under  direction  of  any  person 
so  authorized  to  receive  payment  of  the  purchase  price 
for  the  amount  to  be  so  allowed  or  credited  thereon 
shall  constitute  such  partial  payment  and  shall  be  con¬ 
clusive  proof  of  the  amount  thereof.  At  any  such  sale 
the  Trustee,  as  such,  or  any  Debenture  holder  or  De¬ 
benture  holders  may  bid  for  and  purchase  the  property 
sold  and  may  make  payment  therefor  as  aforesaid  and 
any  Debenture  holder  or  Debenture  holders  so  purchas¬ 
ing  any  such  property,  upon  compliance  with  the  terms 
of  sale,  may  hold,  retain  and  dispose  of  such  property 
without  further  accountability. 

Section  9.  The  receipt  of  the  person  or  persons  au¬ 
thorized  to  receive  payment  of  the  purchase  price  shall 
be  a  sufficient  discharge  for  the  purchase  money  to  the 
purchaser  or  purchasers  of  the  property  sold  as  afore¬ 
said  and  no  such  purchaser  or  purchasers  or  his,  their 
or  its  representatives,  vendees,  grantees  or  assigns,  after 
the  payment  and  acceptance  of  such  purchase  money, 
shall  be  bound  to  see  to  the  application  thereof  upon  or 
for  any  trust  or  purpose  of  this  agreement  or  in  any 
manner  whatsoever  be  answerable  for  any  loss,  misappli¬ 
cation  or  non-application  of  such  purchase  money  or  any 
part  thereof  or  be  bound  to  inquire  as  to  the  authoriza¬ 
tion,  necessity,  expediency  or  regularity  of  any  such  sale. 


43 


Section  10.  Upon  the  happening  of  any  of  the  events 
of  default,  the  Trustee  shall  be  entitled,  if  it  so  elect,  as 
a  matter  of  right,  forthwith  and  without  declaration 
of  maturity  of  the  Debentures  or  after  declaration  of 
maturity  of  the  same,  to  the  appointment  of  a  receiver 
of  all  the  property,  interests,  rights  and  business  of  the 
Company  and  of  all  of  the  earnings,  rents,  issues  and 
profits  thereof,  with  such  powers  as  the  court  making 
such  appointment  shall  confer. 

Section  11.  The  Company  for  itself,  its  successors 
and  assigns,  so  far  as  it  lawfully  may,  hereby  agrees  to 
and  does  hereby  absolutely  and  irrevocably  waive  and 
relinquish  the  benefit  and  advantage  of  any  and  all  valua¬ 
tion,  stay,  appraisement,  extension  or  redemption  law  or 
laws  now  existing  or  which  may  hereafter  be  enacted, 
which,  but  for  this  agreement  and  waiver,  might  be  ap¬ 
plicable  to  any  sale  made  under  any  judgment,  order  or 
decree  based  on  any  of  the  Debentures  or  coupons  or  this 
agreement;  and  the  Company  for  itself,  its  successors 
and  assigns,  so  far  as  it  lawfully  may,  hereby  agrees  to 
and  does  hereby  absolutely  and  irrevocably  waive  any 
and  all  rights  of  redemption  which  it  might  or  could 
otherwise  have  or  be  entitled  to  under  any  present  or 
future  law  in  respect  of  any  sales  of  the  properties,  in¬ 
terests  and  rights  of  the  Company  or  any  part  thereof 
under  any  judgment  or  any  direction  contained  in  any 
decree  entered  upon  any  of  the  Debentures  or  coupons 
issued  hereunder  or  for  the  enforcement  hereof  or  of  any 
provision  hereof  and  the  Company  hereby,  so  far  as  it 
lawfully  may,  agrees  that  it,  its  successors  or  assigns  will 
not  in  any  manner  set  up  or  seek  to  take  any  benefit  or 
advantage  of  any  such  present  or  future  valuation,  stay, 


44 


appraisement,  extension  or  redemption  law  to  prevent  or 
hinder  or  delay  such  absolute  and  irredeemable  sale  of 
said  properties,  interests  and  rights  as  might,  but  for 
such  law,  be  directed  or  decreed  by  a  court  of  competent 
jurisdiction. 

If  any  law  such  as  is  hereinabove  in  this  Section  men¬ 
tioned  or  referred  to  and  now  in  force,  of  which  the  Com¬ 
pany  or  its  successor  or  successors  might  take  advan¬ 
tage  despite  the  provisions  hereof,  shall  hereafter  be 
repealed  or  cease  to  be  in  force,  such  law  shall  not  there¬ 
after  be  deemed  to  constitute  any  part  of  the  contract 
contained  herein  or  to  protect  the  Company  against  the 
operation  or  application  of  the  provisions  of  this  Section. 

Section  12.  Except  as  herein  expressly  provided  to 
the  contrary,  no  remedy  herein  conferred  upon  or  re¬ 
served  to  the  Trustee  or  to  the  holders  of  the  Debentures 
is  intended  to  be  exclusive  of  any  other  remedy  or  reme¬ 
dies,  and  each  and  every  such  remedy  shall  be  cumula¬ 
tive  and  shall  be  in  addition  to  every  other  remedy  given 
hereunder  or  now  or  hereafter  existing  at  law  or  in 
equity  or  by  statute  or  otherwise. 

Section  13.  If  the  Trustee  shall  have  proceeded  to 
enforce  any  right  under  this  agreement  or  under  or  with 
respect  to  the  Debentures  or  coupons  by  suit  or  otherwise 
and  such  proceedings  shall  have  been  discontinued  or 
abandoned  because  of  waiver  or  for  any  other  reason 
or  shall  have  been  determined  adversely  to  the  Trustee, 
then  and  in  every  such  case  the  Company  and  the 
Trustee,  as  the  case  may  be,  shall  severally  and  respec¬ 
tively  be  restored  to  their  former  position  and  rights 
hereunder,  and  all  rights,  remedies  and  powers  of  the 


45 


Trustee  shall  continue  as  though  no  such  proceedings 
had  been  taken. 

Section  14.  No  delay  or  omission  of  the  Trustee  or 
of  any  holder  of  Debentures  to  exercise  any  right  or 
power  accruing  upon  any  event  of  default  shall  impair 
any  such  right  or  power  or  shall  be  construed  to  be  a 
waiver  of  any  such  event  of  default  or  an  acquiescence 
therein;  and  every  power  and  remedy  given  by  this 
Article  to  the  Trustee  or  to  the  Debenture  holders  or  any 
of  them,  respectively,  may  be  exercised  from  time  to  time 
and  as  often  as  may  be  deemed  expedient  by  the  Trustee 
or  by  the  Debenture  holders,  respectively. 

No  waiver  of  any  default  hereunder  shall  extend  to 
or  affect  any  subsequent  default  or  impair  any  rights  or 
remedies  consequent  thereon. 


ARTICLE  EIGHTH. 

Immunity  of  Officers  and  Directors. 

No  recourse  under  or  upon  any  obligation,  covenant, 
stipulation  or  agreement  contained  in  this  agreement  or 
in  any  Debenture  or  coupon  issued  hereunder  or  be¬ 
cause  of  the  creation  of  any  indebtedness  hereby  author¬ 
ized  shall  be  had  against  any  incorporator,  stockholder, 
officer  or  director,  past,  present  or  future,  of  the  Com¬ 
pany  or  of  any  successor  corporation,  either  directly  or 
through  the  Company,  by  the  enforcement  of  any  assess¬ 
ment  or  by  any  legal  or  equitable  proceeding  by  virtue  of 
any  constitution,  statute  or  other  rule  of  law  howsoever 
established;  it  being  expressly  agreed  and  understood 
that  the  Debentures  and  this  agreement  and  the  obliga- 


> 


46 


tions  hereby  created  are  solely  corporate  obligations  and 
that  no  personal  liability  whatever  shall  attach  to  or  be 
incurred  by  the  incorporators,  stockholders,  officers  or  di¬ 
rectors  of  the  Company  or  of  any  successor  corporation 
or  any  of  them,  because  of  the  incurring  of  the  indebted¬ 
ness  hereby  authorized  or  under  or  by  reason  of  any  of 
the  obligations,  covenants,  stipulations  or  agreements 
contained  in  this  agreement  or  in  any  of  the  Debentures 
or  coupons  issued  hereunder  or  implied  therefrom;  and 
that  any  and  all  personal  liability  of  every  name  and 
nature  and  any  and  all  rights  and  claims  against  every 
such  incorporator,  stockholder,  officer  or  director, 
whether  arising  at  common  law  or  in  equity  or  created 
by  any  constitution,  statute  or  other  rule  of  law,  how¬ 
soever  established,  are  hereby  expressly  released  and 
waived  as  a  condition  of  and  as  a  part  of  the  considera¬ 
tion  for  the  execution  and  delivery  of  this  agreement  and 
the  issue  of  the  Debentures  and  coupons. 


ARTICLE  NINTH. 

Debenture  Holders’  Acts  and  Apparent  Authority. 

Any  request  or  other  instrument  required  or  pro¬ 
vided  by  this  agreement  to  be  signed  and  executed  by 
Debenture  holders  may  be  in  any  number  of  concurrent 
instruments  of  similar  tenor  and  may  be  signed  and 
executed  by  such  Debenture  holders  in  person  or  by 
agent  appointed  in  writing.  Proof  of  the  execution  of 
any  such  request  or  other  instrument  or  of  a  writing 
appointing  any  such  agent  and  of  the  holding  by  any 
person  of  any  of  the  Debentures  transferable  by  do- 


47 


livery  shall  be  sufficient  for  any  purpose  of  this  agree¬ 
ment  and  shall  be  conclusive  in  favor  of  the  Trustee  and 
the  Company  with  regard  to  due  action  taken  by  them 
or  either  of  them  under  such  request  or  other  instru¬ 
ment,  if  made  in  the  following  manner: 

The  fact  and  date  of  the  execution  by  any  person  of 
any  such  request  or  other  instrument  or  writing  may  be 
proved  by  the  certificate  of  any  notary  public  or  other 
officer  authorized  to  take  acknowledgments  of  deeds  to 
be  recorded  in  the  place  where  such  acknowledgment  is 
taken,  that  the  person  signing  such  request  or  other  in¬ 
strument  acknowledged  to  him  the  execution  thereof  or 
by  an  affidavit  of  a  witness  to  such  execution. 

The  amount  of  Debentures  transferable  by  delivery 
held  by  any  person  executing  any  such  request  or  other 
instrument  as  a  Debenture  holder  and  the  amounts,  and 
issue  numbers  of  the  Debentures  held  by  such  person 
and  the  fact  that  he  holds  the  same  on  any  particular 
date  may  be  proved  by  a  certificate  executed  by  any  trust 
company,  bank,  bankers  or  other  depositary  (wherever 
situated),  if  such  certificate  shall  be  deemed  by  the  Trus¬ 
tee  to  be  satisfactory,  showing  that  at  the  date  therein 
mentioned  such  person  had  on  deposit  with  or  exhibited  to 
such  trust  company,  bank,  bankers  or  depositary  the 
Debentures  described  in  such  certificate.  For  all  pur¬ 
poses  of  this  agreement  and  of  any  proceeding  for  the 
enforcement  hereof  such  person  shall  be  deemed  to  con¬ 
tinue  to  be  the  holder  of  such  Debentures  until  the  Trus¬ 
tee  shall  have  received  notice  in  writing  to  the  contrary, 
subject,  however,  to  the  provisions  of  Section  5  of  Article 
First  hereof. 

The  ownership  of  Debentures  registered  as  to  prin¬ 
cipal  shall  be  proved  by  the  register  of  such  Debentures. 


48 


ARTICLE  TENTH. 


Concerning  the  Trustee. 


Section  1.  The  Trustee  may  employ  agents  and  at¬ 
torneys  in  the  execution  and  administration  of  the  trusts 
hereunder  and  shall  not  be  answerable  for  the  default 
or  misconduct  of  any  agent  or  attorney  appointed 
by  it  in  pursuance  hereof,  if  such  agent  or  attor¬ 
ney  shall  have  been  selected  with  reasonable  care;  nor  for 
anything  whatever  in  connection  with  this  trust,  except 
its  own  wilful  misconduct.  The  Trustee  shall  not  be  re¬ 
sponsible  for  the  recitals  herein  or  in  the  Debentures 
contained  (except  the  certificate  of  the  Trustee  en¬ 
dorsed  on  the  Debentures),  all  of  which  (except  as  afore¬ 
said)  are  made  by  the  Company  alone,  nor  shall  it  be 
concerned  with  or  accountable  for  the  use  or  appropria¬ 
tion  by  the  Company  of  the  Debentures  or  the  proceeds 
thereof.  The  Trustee  shall  be  reimbursed  and  indemni¬ 
fied  by  the  Company  against  any  liability  or  damage  it 
may  sustain  or  incur  in  the  premises.  The  Trustee  shall 
be  protected  in  any  action  taken  by  it  upon  any  notice, 
resolution,  vote,  request,  consent,  certificate,  affidavit, 
statement,  Debenture,  coupon  or  other  paper,  document 
or  instrument  believed  by  it  to  be  genuine  and  to  have 
been  signed  by  the  proper  parties.  The  Trustee  shall 
have  no  responsibility  for  the  validity  of  this  instrument 
or  for  the  validity  of  the  execution  or  acknowledgment 
hereof  by  the  Company  or  for  the  validity  of  any  of  the 
Debentures.  Except  as  herein  otherwise  expressly  pro¬ 
vided  the  Trustee  shall  not  be  bound  to  recognize  any 
person  as  the  holder  of  a  Debenture  issued  hereunder, 
uidess  and  until  his  Debenture  is  submitted  to  the  Trus- 


49 


tee  for  inspection,  if  required,  and  his  title  thereto  satis¬ 
factorily  established,  if  disputed.  The  Trustee  shall  be 
under  no  duty  or  obligation  in  respect  of  any  taxes  which 
may  be  assessed  against  or  imposed  upon  this  agree¬ 
ment  or  imposed  upon  the  Trustee  or  the  Company  or  the 
owners  or  holders  of  the  Debentures  issued  hereunder. 
The  Trustee  shall  be  under  no  duty  to  file,  register  or 
record,  or  cause  to  be  filed,  registered  or  recorded,  this 
or  any  supplemental  or  additional  instruments,  or  to  re¬ 
file  or  re-record  or  renew  the  same,  or  to  procure  any 
further,  other  or  additional  instruments. 

Section  2.  The  Trustee  shall  not  be  under  any  obli¬ 
gation  to  take  any  action  towards  the  execution  or  en¬ 
forcement  of  the  trust  hereby  created,  which  in  its  opin¬ 
ion  would  be  likely  to  involve  it  in  expense  or  liability, 
unless  one  or  more  of  the  holders  of  the  Debentures,  as 
often  as  required  by  the  Trustee,  shall  indemnify  it  to 
its  satisfaction  against  any  such  expense  or  liability. 
The  Trustee  shall  not  be  required  to  ascertain  or  inquire 
as  to  the  performance  of  any  of  the  covenants  or  agree¬ 
ments  on  the  part  of  the  Company.  The  Trustee  shall 
not  be  required  to  take  or  be  deemed  to  have  notice  of 
any  event  creating  or  constituting  a  default  hereunder 
unless  it  shall  have  been  specifically  notified  of  such  de¬ 
fault  in  writing  by  the  holders  of  not  less  than  a 
majority  in  principal  amount  of  the  Debentures  at  the 
time  outstanding;  or  be  required  to  take  action  in  respect 
of  any  default,  unless  requested  to  take  action  in  respect 
thereof  by  a  writing  signed  by  the  holders  of  not  less 
than  a  majority  in  principal  amount  of  the  Debentures 
at  the  time  outstanding  and  tendered  satisfactory  indem¬ 
nity  as  aforesaid,  anything  herein  contained  to  the  con- 


50 


trary  notwithstanding;  hut  the  foregoing  provisions  of 
this  Section  are  intended  only  for  the  protection  of  the 
Trustee  and  shall  not  be  construed  to  limit  or  to  affect 
any  discretion  or  power  hy  any  provision  of  this  agree¬ 
ment  given  to  the  Trustee  to  determine  whether  or  not 
it  shall  take  action  in  respect  of  any  default  or  any 
power  or  discretion  of  the  Trustee  to  take  action  in  re¬ 
spect  of  any  default  without  such  notice  or  request  from 
Debenture  holders. 

Any  action  taken  by  the  Trustee  upon  the  request  of 
any  person  who  at  the  time  is  the  owner  or  holder  of 
any  Debenture  or  Debentures  shall  be  conclusive  and 
binding  upon  all  future  owners  and  holders  of  the  same 
Debenture  or  Debentures. 

Section  3.  Any  request,  notice,  authorization,  opin¬ 
ion  or  direction  to  the  Trustee  by  the  Company,  except 
as  elsewhere  in  this  agreement  otherwise  provided,  shall 
be  evidenced  by  a  copy  of  a  resolution  of  the  Board  of 
Directors  of  the  Company,  certified  by  its  Secretary  or 
one  of  its  Assistant  Secretaries  under  its  corporate  seal. 
In  any  instance  where  the  Trustee  may  require  evidence 
preparatory  to  taking  or  refraining  from  taking  any 
action  under  this  agreement  at  the  request  or  direction 
of  the  Company  or  otherwise,  the  Trustee  may,  except 
where  herein  otherwise  provided,  accept  the  certificate 
of  the  President  or  one  of  the  Vice-Presidents  and  the 
Secretary  or  one  of  the  Assistant  Secretaries  of  the  Com¬ 
pany  as  conclusive  evidence  of  any  pertinent  fact,  and 
such  certificate  shall  be  full  protection  to  the  Trustee  for 
any  action  taken  or  omitted  by  it  upon  the  faith  thereof. 

Section  4.  The  Trustee  may,  in  its  discretion,  ad¬ 
vise  with  counsel  to  be  selected  and  employed  by  it  at  the 


51 


expense  of  the  Company,  and  anything  done  or  suffered 
in  good  faith  by  the  Trustee,  in  accordance  with  the 
opinion  of  counsel,  shall  be  conclusive  evidence  in  favor 
of  the  Trustee  and  binding  upon  the  Company  and  all 
holders  of  Debentures  and  coupons  at  any  time  issued 
and  outstanding  hereunder. 

Section  5.  The  Trustee  shall  be  entitled  to  reason¬ 
able  compensation  for  all  services  rendered  by  it  in  the 
execution  of  the  trust  hereby  created  and  the  Company 
agrees  to  pay  such  compensation  as  well  as  all  expenses 
reasonably  incurred  or  disbursed  by  the  Trustee  here¬ 
under,  from  time  to  time  upon  demand;  and  for  payment 
of  such  compensation  and  expenses  and  proper  indemnifi¬ 
cation  the  Trustee  shall  have  a  right  prior  to  the  right 
of  the  Debenture  holders  hereunder  for  such  compensa¬ 
tion,  expenses  and  indemnity.  Any  moneys  received  by 
the  Trustee  under  any  provision  of  this  agreement  may 
be  treated  by  it,  until  it  is  required  to  pay  out  the  same 
conformably  herewith,  as  a  deposit,  without  any  liability 
for  interest,  save  such  as  during  that  time  it  agrees  with 
the  Company  to  pay  thereon.  The  Trustee  shall  be  under 
no  duty  at  any  time  to  record,  file  or  re-file  this  agree¬ 
ment  or  to  give  any  notice  to  anyone  of  the  existence 
thereof.  The  Trustee  may  acquire  or  hold  Debentures 
and  coupons  in  the  same  manner,  to  the  same  extent  and 
with  like  effect  as  though  it  were  not  Trustee  hereunder. 

Section  G.  The  Trustee  may  resign  the  trust  hereby 
created  and  become  and  remain  wholly  discharged  from 
all  further  duty  or  responsibility  hereunder,  except  as 
hereinafter  provided,  upon  giving  thirty  days  notice  in 
writing  to  the  Company  or  any  officer  thereof  or  such 


£ 


1 


a  Of  ILL.  UB.  i 


shorter  notice  as  the  Company  may  accept  as  sufficient. 
Service  of  such  notice  by  mail,  addressed  to  the  Company, 
at  its  office  in  the  City  of  Philadelphia,  Pennsylvania, 
shall  be  sufficient  service  thereof. 

Such  resignation  shall  take  effect  on  the  day  specified 
in  such  notice,  unless  previously  a  successor  trustee  shall 
have  been  appointed  as  hereinafter  provided,  in  which 
event  such  resignation  shall  take  effect  immediately  upon 
the  appointment  of  a  successor  trustee. 

Section  7.  The  Trustee  may  be  removed  at  any  time 
by  an  instrument  or  concurrent  instruments  in  writing 
delivered  to  the  Trustee  and  the  Company  and  signed 
by  the  holders  of  a  majority  in  principal  amount  of  the 
Debentures  then  outstanding. 

Section  8.  In  case  at  any  time  the  Trustee  or  any 
trustee  or  trustees  hereafter  appointed  shall  resign  or 
shall  be  removed  or  be  dissolved  or  otherwise  shall  be¬ 
come  incapable  of  acting,  a  successor  may  be  appointed 
by  the  holders  of  a  majority  in  amount  of  the  Debentures 
then  issued  and  outstanding  by  an  instrument  or  concur¬ 
rent  instruments  in  writing  signed  by  such  Debenture 
holders  or  by  their  attorneys  in  fact  duly  authorized; 
provided,  nevertheless,  and  it  is  hereby  agreed  and  de¬ 
clared,  that  in  case  at  any  time  there  shall  be  a  vacancy 
in  the  office  of  trustee  hereunder,  the  Company  by  instru¬ 
ment  executed  by  order  of  its  Board  of  Directors  may 
appoint  a  trustee  to  fill  such  vacancy  until  a  new  trustee 
shall  be  appointed  by  the  Debenture  holders  as  herein 
authorized.  The  Company  shall  publish  notice  of  any 
such  appointment  by  it  made  once  in  each  week  for  two 
consecutive  weeks  in  a  daily  newspaper  of  general  circu¬ 
lation.  regularly  published  and  issued  in  the  Borough  of 


53 


Manhattan,  City  of  New  York,  and  in  a  newspaper  simi¬ 
larly  published  and  issued  in  the  city  of  Philadelphia, 
Pennsylvania,  and  any  new  trustee  appointed  by  the 
Company  shall  immediately  and  without  further  act  be 
superseded  by  a  trustee  appointed  by  the  Debenture 
holders  in  the  manner  above  specified,  provided  that  such 
appointment  be  made  prior  to  the  expiration  of  six 
months  from  the  date  of  the  first  publication  of  notice 
as  in  this  Section  hereinabove  provided  for.  Every  such 
trustee  appointed  by  the  Debenture  holders  or  by  the 
Company  shall  always  be  a  bank  or  trust  company  in 
the  Borough  of  Manhattan,  City  of  New  York,  in  good 
standing  having  a  capital,  surplus  and  undivided  profits 
aggregating  not  less  than  three  million  dollars. 

Any  new  trustee  appointed  hereunder  shall  execute, 
acknowledge  and  deliver  to  the  Company  an  instrument 
accepting  such  appointment  hereunder  and  thereupon 
such  new  trustee,  without  any  further  act  or  deed,  shall 
become  fully  vested  with  all  the  rights,  powers,  trusts, 
duties  and  obligations  of  its  predecessors  in  the  trusts 
hereunder  with  like  effect  as  if  originally  named  as  trus¬ 
tee  herein ;  but  the  trustee  ceasing  to  act  shall  neverthe¬ 
less,  on  the  written  request  of  the  Company  or  of  the  new 
trustee  and  at  the  cost  and  expense  of  the  Company, 
execute  any  and  every  instrument  necessary  or  conve¬ 
nient  to  transfer  to  such  new  trustee,  upon  the  trusts 
herein  expressed,  all  the  rights,  powers  and  trusts  of 
the  trustee  ceasing  to  act  and  all  moneys  and  securities 
in  its  possession  in  respect  thereof,  thus  fully  relieving 
and  discharging  the  trustee  so  ceasing  to  act  from  all 
further  liability  or  responsibility  either  to  the  Company 
or  to  the  holder  of  any  of  the  Debentures  or  coupons  is 
sued  hereunder. 


54 


ARTICLE  ELEVENTH, 

Cancellation  of  Agreement, 

Section  1.  If  and  when  all  of  the  Debentures,  both 
principal  and  interest,  and  all  other  sums  payable  here¬ 
under,  shall  be  well  and  truly  paid,  at  the  times  and  in 
the  manner  therein  and  herein  expressed  according  to  the 
true  tenor  and  effect  thereof  and  hereof,  this  agree¬ 
ment  shall  cease  and  determine  and,  upon  proof  being 
given  to  the  reasonable  satisfaction  of  the  Trustee  that 
all  of  the  Debentures  and  coupons  have  been  paid  or  sat¬ 
isfied  and  upon  payment  of  the  costs,  charges  and  ex¬ 
penses  incurred  or  to  be  incurred  by  the  Trustee  in  rela¬ 
tion  thereto  or  in  carrying  out  any  and  all  of  the  pro¬ 
visions  of  this  agreement,  the  Trustee  shall  cancel  this 
agreement. 

Section  2.  If,  at  or  prior  to  the  maturity  of  the  De¬ 
bentures,  the  Company  shall  deposit  with  the  Trustee 
for  the  benefit  of  the  holders  thereof  the  amount  of 
the  principal  of  all  of  the  Debentures  and  of  all  of 
the  coupons  then  outstanding,  together  with  all  costs, 
charges  and  expenses  incurred  or  to  be  incurred  by  the 
Trustee  in  relation  thereto  or  in  carrying  out  any  and 
all  of  the  provisions  of  this  agreement,  the  Trustee  shall 
cancel  this  agreement.  The  Trustee  shall  apply  the 
moneys  so  deposited  to  the  payment  of  the  Debentures 
and/or  coupons,  but  shall  in  no  event  be  liable  beyond 
the  amount  received.  Neither  the  Company  nor  the 
Trustee  shall  be  required  to  pay  interest  on  any  moneys 
so  deposited ;  and  any  such  moneys  remaining  unclaimed 
for  six  years  after  the  date  of  the  maturity  of  all  of  the 


55 


Debentures  shall  be  repaid  by  the  Trustee  to  the  Com¬ 
pany  and  such  holders  of  Debentures  and  coupons  shall 
thereafter  be  entitled  only  to  look  to  the  Company  for 
payment  thereof ;  provided,  however,  that,  before  being 
required  to  make  any  such  payment  to  the  Company,  the 
Trustee  may,  at  the  expense  of  the  Company,  cause  to 
be  published  once  a  week  for  four  successive  weeks  in 
a  daily  newspaper  of  general  circulation  regularly  pub¬ 
lished  and  issued  in  the  Borough  of  Manhattan,  City  of 
New  York,  and  in  a  similar  newspaper  regularly  pub¬ 
lished  and  issued  in  the  City  of  Philadelphia,  Pennsyl¬ 
vania,  notice  that  said  moneys  remain  unclaimed  and 
that,  after  a  date  named  in  said  notice,  the  balance  of 
such  moneys  then  unclaimed  will  be  returned  to  the 
Company. 


ARTICLE  TWELFTH. 

General  and  Miscellaneous  Provisions. 

Section  1.  All  the  covenants,  stipulations,  promises 
and  agreements  in  this  agreement  contained  by  or  in 
behalf  of  the  Company  shall  bind  and  enure  to  the  bene¬ 
fit  of  its  successors  and  assigns,  whether  so  expressed  or 

not. 


Section  2.  Except  when  otherwise  indicated,  the 
words  “the  Trustee”  or  “said  Trustee”  or  any  other 
equivalent  term,  as  used  in  this  agreement,  shall  be  held 
and  construed  to  mean  the  trustee  or  trustees  hereunder 
for  the  time  being,  whether  original  or  successor.  The 
words  “Trustee”,  “Interim  Certificate”,  “Debenture” 
and  “Debenture  holder”  shall,  unless  the  context  other¬ 
wise  requires,  signify  the  plural  as  well  as  the  sin- 


56 


gular  number  and  the  term  “majority”  shall  signify 
“majority  in  amount”,  whether  or  not  so  expressed. 
The  word  “Debenture”  or  “Debentures”  shall  be 
held  and  construed  to  mean  a  Debenture  or  Deben¬ 
tures  and  the  word  “coupon”  or  “coupons”  to  mean 
a  coupon  or  coupons  appertaining  to  a  Debenture  or 
Debentures  issued  under  and  pursuant  to  the  provisions 
of  this  agreement.  The  words  “subsidiary  company”  or 
“subsidiary”,  or  the  plural  thereof,  as  used  in  this  agree¬ 
ment,  shall  be  held  and  construed  to  mean  any  corporation 
or  corporations,  over  50%  of  the  outstanding  voting 
stock  whereof  is  at  the  time  owned,  legally  or  equitably, 
by  the  Company  and  shall  also  mean  any  corporation 
over  50%  of  the  outstanding  voting  stock  whereof  is  at 
the  time  owned,  legally  or  equitably,  by  the  Company 
and/or  by  any  subsidiary  or  subsidiaries  of  the  Company 
and  so  on  to  the  remotest  degree. 

Section  3.  Nothing  in  this  agreement  or  the  De¬ 
bentures  or  coupons  expressed  or  implied  is  intended  or 
shall  be  construed  to  confer  upon  or  to  give  to  any  per¬ 
son  or  corporation,  other  than  the  parties  hereto  and 
the  holders  of  the  Debentures  and  coupons  issued  here¬ 
under,  any  legal  or  equitable  right,  remedy  or  claim  un¬ 
der  or  by  reason  of  this  agreement  or  of  the  Debentures 
or  coupons  or  of  any  covenant,  condition  or  stipulation 
hereof  or  of  the  Debentures  or  coupons;  and  all  of  the 
covenants,  stipulations,  promises  and  agreements  in  this 
agreement  or  in  the  Debentures  or  coupons  contained 
are  and  shall  be  held  to  be  for  the  sole  and  exclusive 
benefit  of  the  parties  hereto  and  of  the  holders  of  the 
Debentures  and/or  coupons. 


57 


Section  4.  The  Equitable  Trust  Company  of  New 
York,  Trustee,  party  hereto  of  the  second  part,  hereby 
accepts  the  trusts  in  this  agreement  declared  and  pro¬ 
vided,  upon  the  terms  and  conditions  hereof. 

Section  5.  The  Atlantic  Refining  Company  doth  here¬ 
by  constitute  and  appoint  John  H.  Stone  to  be  its  attor¬ 
ney  for  it  and  in  its  name  and  as  and  for  its  corporate 
act  and  deed  to  acknowledge  this  agreement  before  any 
person  having  authority  by  the  laws  of  the  Common¬ 
wealth  of  Pennsylvania  to  take  such  acknowledgment  to 
the  intent  that  the  same  may  be  duly  recorded. 

Section  6.  The  Equitable  Trust  Company  of  New 
York  doth  hereby  constitute  and  appoint  J.  Y.  Robbins 
to  be  its  attorney  for  it  and  in  its  name  and  as  and  for 
its  corporate  act  and  deed  to  acknowledge  this  agreement 
before  any  person  having  authority  by  the  laws  of  the 
Commonwealth  of  Pennsylvania  to  take  such  acknowledg¬ 
ment  to  the  intent  that  the  same  may  be  duly  recorded. 

This  agreement  and  the  Debentures  issued  hereunder, 
have  been  executed  and  delivered  by  The  Atlantic  Re¬ 
fining  Company,  at  the  office  of  the  Trustee  in  the  City 
of  New  York,  State  of  New  York,  and  are  to  be  construed 
and  governed  according  to  the  laws  of  the  State  of  New 
York. 

In  witness  whereof,  The  Atl-antic  Refining  Com¬ 
pany,  party  of  the  first  part,  has  caused  these  presents 
to  be  executed  in  New  York  City  in  the  State  of  New 
York  by  its  President  or  a  Vice-President  and  its  cor¬ 
porate  seal  to  be  hereunto  impressed,  attested  by  its 
Secretary  or  an  Assistant  Secretary,  and  The  Equitable 


58 


Trust  Company  of  New  York,  party  of  the  second  part, 
has  caused  these  presents  to  be  executed  by  its  President 
or  a  Vice-President  and  its  corporate  seal  to  be  here¬ 
unto  impressed,  attested  by  its  Secretary  or  an  Assistant 
Secretary,  as  of  the  first  day  of  March,  1921,  in  six 
counterparts. 

The  Atlantic  Refining  Company, 

By  W.  M.  Irish, 

[Seal]  Vice-President. 


Attest : 

E.  J.  Henry, 

Assistant  Secretary. 


The  Equitable  Trust  Company  of  New  York, 

By  Lyman  Rhoades, 

[Seal]  Vice-President. 

Attest: 

J.  Y.  Robbtns, 

Assistant  Secretary. 


The  requisite  Federal  Revenue  Stamps  have  been  affixed  to  Counter¬ 
part  No.  1  and  duly  cancelled. 


59 


State  of  New  York,  ) 

V  cci  • 

County  of  New  York,}00'  * 

In  New  York  City  on  this  20th  day  of  April,  in  the 
year  1921,  before  me  personally  came  W.  M.  Irish,  to 
me  known,  who  being  by  me  duly  sworn,  did  depose  and 
say  that  he  resides  in  Philadelphia,  Pa.;  that  he  is  Vice- 
President  of  The  Atlantic  Refining  Company,  one  of 
the  corporations  described  in  and  which  executed  the 
foregoing  instrument  ;  that  he  knows  the  seal  of  said  cor¬ 
poration;  that  the  seal  affixed  to  said  instrument  is  such 
corporate  seal;  that  it  was  so  affixed  by  order  of  the 
Board  of  Director  of  said  corporation,  and  that  he  signed 
his  name  thereto  by  like  order. 

J.  T.  IIelmstadt, 

Notary  Public,  No.  406  New  York  County, 

Ctf.  No.  2421,  Filed  in  Register’s  Office, 
[Seal]  Commission  expires  March  30,  1922. 

State  of  New  York,  ) 

County  of  New  York,]00'  ' 

On  this  20th  day  of  April  in  the  year  1921,  before 
me  personally  came  Lyman  Rhoades,  to  me  known  who 
being  by  me  duly  sworn,  did  depose  and  say  that  he 
resides  in  Town  of  Sharon,  Conn.;  that  he  is  a  Vice- 
President  of  The  Equitable  Trust  Company  of  New 
York,  one  of  the  corporations  described  in  and  which 
executed  the  foregoing  instrument;  that  he  knows  the 
seal  of  said  corporation;  that  the  seal  affixed  to  said  in¬ 
strument  is  such  corporate  seal;  that  it  was  so  affixed 
by  order  of  the  Board  of  Trustees  of  said  corporation, 
and  that  he  signed  his  name  thereto  by  like  order. 

J.  T.  IIelmstadt, 

Notary  Public,  No.  406  New  York  County, 

Ctf.  No.  2421,  Filed  in  Register’s  Office, 
Commission  expires  March  30,  1922. 


[Seal] 


GO 

State  of  New  York 
County  of  New  York 

I  hereby  certify  that  on  this  20th  day  of  April,  in 
the  year  of  our  Lord  1921,  before  me,  the  subscriber, 
a  notary  public  in  and  for  the  County  and  State  of  New 
York,  aforesaid,  personally  appeared  John  H.  Stone, 
the  attorney  named  in  the  foregoing  agreement  as  attor¬ 
ney  for  The  Atlantic  Refining  Company,  and  by  virtue 
and  in  pursuance  of  the  authority  therein  conferred  upon 
him,  acknowledged  the  said  agreement  to  be  the  act  of  the 
said  The  Atlantic  Refining  Company. 

Witness  my  hand  and  notarial  seal  the  day  and  year 
aforesaid. 

J.  T.  Helmstadt, 

Notary  Public,  No.  40G  New  York  County, 

Ctf.  No.  2421,  Filed  in  Register’s  Office, 
[Seal]  Commission  expires  March  30,  1922. 

State  of  New  York 
County  of  New  York 

1  hereby  certify  that  on  this  20th  day  of  April,  in 
the  year  of  our  Lord  1921,  before  me,  the  subscriber, 
a  notary  public  in  and  for  the  County  and  State  of  New 
York,  aforesaid,  personally  appeared  J.  Y.  Robbtns, 
the  attorney  named  in  the  foregoing  agreement  as  attor¬ 
ney  for  The  Equitable  Trust  Company  of  New  York, 
and  by  virtue  and  in  pursuance  of  the  authority  therein 
conferred  upon  him,  acknowledged  the  said  agreement  to 
be  the  act  of  the  said  The  Equitable  Trust  Company  of 
New  York. 

Witness  my  hand  and  notarial  seal  the  day  and  year 
aforesaid. 

J.  T.  TTelmstadt, 

Notary  Public,  No.  406  New  York  County, 

Ctf.  No.  2421,  Filed  in  Register’s  Office, 
[Seal]  Commission  expires  March  30,  1922. 


[932] 


